Horowitz Benjamin A Form 4 Coinbase Global / BENJAMIN A HOROWITZ ownership change

SEC Form 4

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
Estimated average burden
hours per response:			0.5

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^*

AH Equity Partners III (Parallel), L.L.C.

(Last)

(First)

(Middle)

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/15/2021		S		300	D	$318.6433⁽¹⁾	18,555	I	By AH Capital Management, L.L.C.⁽²⁾
Class A Common Stock	04/15/2021		S		400	D	$320.035⁽³⁾	18,155	I	By AH Capital Management, L.L.C.⁽²⁾
Class A Common Stock	04/15/2021		S		700	D	$320.8414⁽⁴⁾	17,455	I	By AH Capital Management, L.L.C.⁽²⁾
Class A Common Stock	04/15/2021		S		828	D	$321.8895⁽⁵⁾	16,627	I	By AH Capital Management, L.L.C.⁽²⁾
Class A Common Stock	04/15/2021		S		2,593	D	$322.8698⁽⁶⁾	14,034	I	By AH Capital Management, L.L.C.⁽²⁾
Class A Common Stock	04/15/2021		S		1,400	D	$323.9406⁽⁷⁾	12,634	I	By AH Capital Management, L.L.C.⁽²⁾
Class A Common Stock	04/15/2021		S		539	D	$324.8662⁽⁸⁾	12,095	I	By AH Capital Management, L.L.C.⁽²⁾
Class A Common Stock	04/15/2021		S		400	D	$326.21⁽⁹⁾	11,695	I	By AH Capital Management, L.L.C.⁽²⁾
Class A Common Stock	04/15/2021		S		200	D	$327.02⁽¹⁰⁾	11,495	I	By AH Capital Management, L.L.C.⁽²⁾
Class A Common Stock	04/15/2021		S		700	D	$329.0092⁽¹¹⁾	10,795	I	By AH Capital Management, L.L.C.⁽²⁾
Class A Common Stock	04/15/2021		S		1,463	D	$331.2954⁽¹²⁾	9,332	I	By AH Capital Management, L.L.C.⁽²⁾
Class A Common Stock	04/15/2021		S		1,537	D	$332.2823⁽¹³⁾	7,795	I	By AH Capital Management, L.L.C.⁽²⁾
Class A Common Stock	04/15/2021		S		2,700	D	$333.2793⁽¹⁴⁾	5,095	I	By AH Capital Management, L.L.C.⁽²⁾
Class A Common Stock	04/15/2021		S		1,900	D	$334.155⁽¹⁵⁾	3,195	I	By AH Capital Management, L.L.C.⁽²⁾
Class A Common Stock	04/15/2021		S		600	D	$334.9667⁽¹⁶⁾	2,595	I	By AH Capital Management, L.L.C.⁽²⁾
Class A Common Stock	04/15/2021		S		400	D	$336.2425⁽¹⁷⁾	2,195	I	By AH Capital Management, L.L.C.⁽²⁾
Class A Common Stock	04/15/2021		S		800	D	$337.3225⁽¹⁸⁾	1,395	I	By AH Capital Management, L.L.C.⁽²⁾
Class A Common Stock	04/15/2021		S		300	D	$338.2367⁽¹⁹⁾	1,095	I	By AH Capital Management, L.L.C.⁽²⁾
Class A Common Stock	04/15/2021		S		337	D	$339.5135⁽²⁰⁾	758	I	By AH Capital Management, L.L.C.⁽²⁾
Class A Common Stock	04/15/2021		S		263	D	$340.5399⁽²¹⁾	495	I	By AH Capital Management, L.L.C.⁽²⁾
Class A Common Stock	04/15/2021		S		100	D	$341.588⁽²²⁾	395	I	By AH Capital Management, L.L.C.⁽²⁾
Class A Common Stock	04/15/2021		S		200	D	$342.125⁽²³⁾	195	I	By AH Capital Management, L.L.C.⁽²⁾
Class A Common Stock	04/15/2021		S		195	D	$348.85	0	I	By AH Capital Management, L.L.C.⁽²⁾
Class A Common Stock	04/15/2021		S		394	D	$325.3626⁽²⁴⁾	103,075	I	By a16z Seed-III, LLC⁽²⁵⁾⁽²⁶⁾
Class A Common Stock								3,417,943	I	By Andreessen Horowitz LSV Fund I, L.P.⁽²⁷⁾
Class A Common Stock								418,615	I	By Trust⁽²⁸⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

AH Equity Partners III (Parallel), L.L.C.

(Last)

(First)

(Middle)

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AH Capital Management, L.L.C.

(Last)

(First)

(Middle)

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HOROWITZ BENJAMIN A

(Last)

(First)

(Middle)

C/O ANDREESSEN HOROWITZ

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents the weighted average sale price. The lowest price at which shares were sold was $318.32 and the highest price at which shares were sold was $319.25. The Reporting Persons undertake to provide upon request to the staff of the Securities and Exchange Commission, the Issuer or the Issuer's stockholders, full information regarding the total number of shares sold at each separate price within the ranges set forth in footnote (1) and footnotes (3) through (24) to this Form 4.

2. The securities are held of record by AH Capital Management, L.L.C. The members of AH Capital Management, L.L.C. are Marc Andreessen and Ben Horowitz, who share voting and dispositive power with respect to the shares held by AH Capital Management, L.L.C. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by AH Capital Management, L.L.C. and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.

3. Represents the weighted average sale price. The lowest price at which shares were sold was $319.38 and the highest price at which shares were sold was $320.35.

4. Represents the weighted average sale price. The lowest price at which shares were sold was $320.39 and the highest price at which shares were sold was $321.24.

5. Represents the weighted average sale price. The lowest price at which shares were sold was $321.44 and the highest price at which shares were sold was $322.41.

6. Represents the weighted average sale price. The lowest price at which shares were sold was $322.44 and the highest price at which shares were sold was $323.40.

7. Represents the weighted average sale price. The lowest price at which shares were sold was $323.50 and the highest price at which shares were sold was $324.42.

8. Represents the weighted average sale price. The lowest price at which shares were sold was $324.59 and the highest price at which shares were sold was $325.16.

9. Represents the weighted average sale price. The lowest price at which shares were sold was $325.75 and the highest price at which shares were sold was $326.71.

10. Represents the weighted average sale price. The lowest price at which shares were sold was $327.00 and the highest price at which shares were sold was $327.04.

11. Represents the weighted average sale price. The lowest price at which shares were sold was $328.50 and the highest price at which shares were sold was $329.49.

12. Represents the weighted average sale price. The lowest price at which shares were sold was $330.73 and the highest price at which shares were sold was $331.70.

13. Represents the weighted average sale price. The lowest price at which shares were sold was $331.74 and the highest price at which shares were sold was $332.73.

14. Represents the weighted average sale price. The lowest price at which shares were sold was $332.76 and the highest price at which shares were sold was $333.74.

15. Represents the weighted average sale price. The lowest price at which shares were sold was $333.79 and the highest price at which shares were sold was $334.78.

16. Represents the weighted average sale price. The lowest price at which shares were sold was $334.86 and the highest price at which shares were sold was $335.15.

17. Represents the weighted average sale price. The lowest price at which shares were sold was $335.87 and the highest price at which shares were sold was $336.72.

18. Represents the weighted average sale price. The lowest price at which shares were sold was $336.91 and the highest price at which shares were sold was $337.84.

19. Represents the weighted average sale price. The lowest price at which shares were sold was $337.91 and the highest price at which shares were sold was $338.80.

20. Represents the weighted average sale price. The lowest price at which shares were sold was $339.00 and the highest price at which shares were sold was $339.92.

21. Represents the weighted average sale price. The lowest price at which shares were sold was $340.00 and the highest price at which shares were sold was $340.92.

22. Represents the weighted average sale price. The lowest price at which shares were sold was $341.00 and the highest price at which shares were sold was $341.98.

23. Represents the weighted average sale price. The lowest price at which shares were sold was $342.00 and the highest price at which shares were sold was $342.25.

24. Represents the weighted average sale price. The lowest price at which shares were sold was $325.30 and the highest price at which shares were sold was $325.42.

25. These securities are held of record by a16z Seed-III, LLC ("a16z Seed"). The securities held directly by a16z Seed are indirectly held by Andreessen Horowitz Fund III, L.P. for itself and as nominee for Andreessen Horowitz Fund III-A, L.P., Andreessen Horowitz Fund III-B, L.P., and Andreessen Horowitz Fund III-Q, L.P. (collectively, the "AH Fund III Entities"), the members of a16z Seed. AH Equity Partners III, L.L.C. ("AH EP III"), the general partner of the AH Fund III Entities, has sole voting and dispositive power with regard to the shares held by a16z Seed. Marc Andreessen and Ben Horowitz are the managing members of AH EP III and share voting and dispositive power with respect to the shares held by a16z Seed.

26. (Continued from footnote 25) Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by a16z Seed and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.

27. These securities are held by Andreessen Horowitz LSV Fund I, L.P., for itself and as nominee for Andreessen Horowitz LSV Fund I-B, L.P. and Andreessen Horowitz LSV Fund I-Q, L.P. (collectively, the "AH LSV Fund I Entities"). AH Equity Partners LSV I, L.L.C. ("AH EP LSV I"), the general partner of the AH LSV Fund I Entities, has sole voting and dispositive power with regard to the shares held by the AH LSV Fund I Entities. Marc Andreessen and Ben Horowitz are the managing members of AH EP LSV I and share voting and dispositive power with respect to the shares held by the AH LSV Fund I Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund I Entities and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.

28. These securities are held of record by a family trust for which Ben Horowitz is a trustee. Each of the Reporting Persons disclaims the existence of a "group" and, other than Ben Horowitz, disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.

Remarks:

This Form 4 is one of three Form 4s filed relating to the same event. Combined, the three reports report the holdings and/or transactions for the following reporting persons: Andreessen Horowitz Fund III, L.P., Andreessen Horowitz Fund III-A, L.P., Andreessen Horowitz Fund III-B, L.P., Andreessen Horowitz Fund III-Q, L.P., AH Equity Partners LSV I, L.L.C., Andreessen Horowitz LSV Fund I, L.P., Andreessen Horowitz LSV Fund I-B, L.P., Andreessen Horowitz LSV Fund I-Q, L.P., AH Parallel Fund III, L.P., AH Parallel Fund III-A, L.P., AH Parallel Fund III-B L.P., AH Parallel Fund III-Q, L.P., a16z Seed-III, LLC, CNK Equity Partners I, L.L.C., CNK Fund I, L.P., CNK Fund I-B, L.P., CNK Fund I-Q, L.P., AH Equity Partners III, L.L.C., AH Equity Partners III (Parallel), L.L.C., AH Capital Management, L.L.C. and Benjamin Horowitz. This Form 4 has been split into three filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons.

	AH Equity Partners III (Parallel), L.L.C., By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer	04/19/2021
	AH Capital Management, L.L.C., By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer	04/19/2021
	/s/ Scott Kupor, Attorney-in-Fact for Benjamin Horowitz	04/19/2021
	** 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.

Horowitz Benjamin A Form 4Coinbase Global / BENJAMIN A HOROWITZ ownership change