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Form 4 Coinbase Global, Inc. For: May 20 Filed by: Haun Kathryn

May 24, 2022 8:04 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
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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 *
Haun Kathryn
(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/20/2022
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 03/09/2022   G (1) V 23,628 D $ 0 126,372 I By The Gherardesca Annuity Trust (2)
Class A Common Stock 03/09/2022   G (1) V 23,628 A $ 0 26,046 D  
Class A Common Stock 03/30/2022   G (1) V 8 D $ 0 126,364 I By The Gherardesca Annuity Trust (2)
Class A Common Stock 03/30/2022   G (1) V 8 A $ 0 26,054 D  
Class A Common Stock 05/20/2022   M (3)   2,417 A $ 0 28,471 D  
Class A Common Stock 05/20/2022   M (3)   1,288 A $ 0 29,759 D  
Class A Common Stock               57,376 I By Gherardesca LLC (4)
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 (5) 05/20/2022   M (3)     2,417   (6)   (7) Class A Common Stock 2,417.00 $ 0 7,253 D  
Restricted Stock Units $ 0 (5) 05/20/2022   M (3)     1,288   (8)   (7) Class A Common Stock 1,288.00 $ 0 0 D  
Explanation of Responses:
1. Reflects the transfer on (i) March 9, 2022, of 23,628 shares of Class A Common Stock and (ii) March 30, 2022, of 8 shares of Class A Common Stock from The Gherardesca Annuity Trust to the Reporting Person in satisfaction of GRAT annuity payments owed to the Reporting Person. The GRAT annuity payments reflected on this Form 4 were entered into in connection with the Reporting Person's long-term estate planning.
2. The Reporting Person is the settlor and investment trustee of the Gherardesca Annuity Trust. As investment trustee, the Reporting Person has sole voting and investment power over the shares held by the Gherardesca Annuity Trust. The Reporting Person disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein, if any.
3. Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person.
4. These shares are held of record by Gherardesca LLC. The Reporting Person is one of two investment managers of Gherardesca LLC. As an investment manager, the Reporting Person has shared voting and investment power over the shares held by Gherardesca LLC. The Reporting Person disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein, if any.
5. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.
6. The RSUs vest with respect to 12.5% of the total award on May 20, 2021, and an additional 12.5% of the award vests in equal quarterly installments thereafter until the award is fully vested on February 20, 2023, subject to the Reporting Person's continued service to the Issuer on each vesting date.
7. RSUs do not expire; they either vest or are canceled prior to vesting date.
8. The RSUs vest on the earlier of May 20, 2022, or the date of the first annual meeting of the stockholders of the Issuer following the direct listing, subject to Reporting Person's continued service to the Issuer on the vesting date.
/s/ Doug Sharp, Attorney-in-Fact for Kathryn Haun 05/24/2022
** 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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