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Form 4 Coinbase Global, Inc. For: May 20 Filed by: Choi Emilie

May 23, 2023 4:20 PM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Choi Emilie
(Last) (First) (Middle)
C/O COINBASE GLOBAL, INC.
(Street)
NOT APPLICABLE DE
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Coinbase Global, Inc. [ COIN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President
3. Date of Earliest Transaction (Month/Day/Year)
05/20/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 05/20/2023   M (1)   23,025 A $ 0 179,422 (2) D  
Class A Common Stock 05/20/2023   M (1)   4,285 A $ 0 183,707 D  
Class A Common Stock 05/20/2023   M (1)   11,166 A $ 0 194,873 D  
Class A Common Stock 05/20/2023   F (3)   19,078 D $ 56.78 175,795 D  
Class A Common Stock               49,643 I By Starvurst Exempt Trust (4)
Class A Common Stock               21,726 I By Sixers LLC (5)
Class A Common Stock               23,199 (6) I By Starvurst Non-Exempt Trust (7)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units $ 0 (8) 05/20/2023   M (1)     23,025   (9)   (10) Class A Common Stock 23,025.00 $ 0 46,050 D  
Restricted Stock Units $ 0 (8) 05/20/2023   M (1)     4,285   (11)   (10) Class A Common Stock 4,285.00 $ 0 25,715 D  
Restricted Stock Units $ 0 (8) 05/20/2023   M (1)     11,166   (12)   (10) Class A Common Stock 11,166.00 $ 0 111,662 D  
Explanation of Responses:
1. Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person.
2. Includes (i) 96 shares acquired on May 14, 2023, pursuant to the Issuer's 2021 Employee Stock Purchase Plan; and (ii) the transfer on April 3, 2023, of 27,847 shares of Class A Common Stock from the Starvurst Annuity Trust to the Reporting Person. The transfer reflected on this Form was entered into in connection with the Reporting Person's long-term estate planning.
3. Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs.
4. These shares are held by the Starvurst Exempt Trust, of which the Reporting Person's spouse is a co-trustee. The Reporting Person disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein, if any.
5. These shares are held by Sixers LLC, of which the Coinbase Annuity Trust is the sole member. The Reporting Person's spouse is the trustee of the Coinbase Annuity Trust. The Reporting Person disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein, if any.
6. Reflects the transfer on April 3, 2023, of 23,199 shares of Class A Common Stock from the Starvurst Annuity Trust to the Starvurst Non-Exempt Trust. The transfer reflected on this Form was entered into in connection with the Reporting Person's long-term estate planning.
7. These shares are held by the Starvurst Non-Exempt Trust, of which the Reporting Person's spouse is a co-trustee. The Reporting Person disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein, if any.
8. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.
9. The RSUs vest in equal quarterly installments over three years, with the first 1/12 vesting on February 20, 2021, until the award is fully vested on November 20, 2023, subject to the Reporting Person's continued service to the Issuer on each vesting date.
10. RSUs do not expire; they either vest or are canceled prior to vesting date.
11. The RSUs vest in equal quarterly installments over three years, with the first 1/12 vesting on February 20, 2022, until the award is fully vested on November 20, 2024, subject to the Reporting Person's continued service to the Issuer on each vesting date.
12. The RSUs vest in equal quarterly installments over three years, with the first 1/12 vesting on February 20, 2023, until the award is fully vested on November 20, 2025, subject to the Reporting Person's continued service to the Issuer on each vesting date.
/s/ Emilie Choi, by Steven Madrid, Attorney-in-Fact 05/23/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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