Frederick R Wilson Form 4 Coinbase Global / FREDERICK R WILSON 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

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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^*

WILSON FREDERICK R

(Last)

(First)

(Middle)

C/O COINBASE GLOBAL, INC.

(Street)

NOT APPLICABLE

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

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2021

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)
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	04/01/2021		C⁽¹⁾		11,626,100	A	$0.00⁽²⁾	11,626,100	I	By Union Square Ventures 2012 Fund, L.P.⁽³⁾
Class A Common Stock	04/01/2021		C⁽⁴⁾		449,762	A	$0.00⁽²⁾	449,762	I	By USV Investors 2012 Fund, L.P.⁽⁵⁾
Class A Common Stock	04/01/2021		C⁽⁶⁾		1,738,007	A	$0.00⁽²⁾	1,738,007	I	By USV Opportunity 2014, LP⁽⁷⁾
Class A Common Stock	04/01/2021		C⁽⁸⁾		88,455	A	$0.00⁽²⁾	88,455	I	By USV Opportunity Investors 2014, LP⁽⁹⁾

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)
Class B Common Stock	⁽²⁾	04/01/2021		C		11,277,506		⁽²⁾	⁽²⁾	Class A Common Stock	11,277,506	⁽²⁾	11,626,100	I	By Union Square Ventures 2012 Fund, L.P.⁽³⁾
Class B Common Stock	⁽²⁾	04/01/2021		C		436,274		⁽²⁾	⁽²⁾	Class A Common Stock	436,274	⁽²⁾	449,762	I	By USV Investors 2012 Fund, L.P.⁽⁵⁾
Class B Common Stock	⁽²⁾	04/01/2021		C		1,738,007		⁽²⁾	⁽²⁾	Class A Common Stock	1,738,007	⁽²⁾	1,738,007	I	By USV Opportunity 2014, LP⁽⁷⁾
Class B Common Stock	⁽²⁾	04/01/2021		C		88,455		⁽²⁾	⁽²⁾	Class A Common Stock	88,455	⁽²⁾	88,455	I	By USV Opportunity Investors 2014, LP⁽⁹⁾
Class B Common Stock	⁽²⁾	04/01/2021		C⁽¹⁾			11,626,100	⁽²⁾	⁽²⁾	Class A Common Stock	11,626,100	⁽²⁾	0	I	By Union Square Ventures 2012 Fund, L.P.⁽³⁾
Class B Common Stock	⁽²⁾	04/01/2021		C⁽⁴⁾			449,762	⁽²⁾	⁽²⁾	Class A Common Stock	449,762	⁽²⁾	0	I	By USV Investors 2012 Fund, L.P.⁽⁵⁾
Class B Common Stock	⁽²⁾	04/01/2021		C⁽⁶⁾			1,738,007	⁽²⁾	⁽²⁾	Class A Common Stock	1,738,007	⁽²⁾	0	I	By USV Opportunity 2014, LP⁽⁷⁾
Class B Common Stock	⁽²⁾	04/01/2021		C⁽⁸⁾			88,455	⁽²⁾	⁽²⁾	Class A Common Stock	88,455	⁽²⁾	0	I	By USV Opportunity Investors 2014, LP⁽⁹⁾
Series A Preferred Stock	⁽¹⁰⁾	04/01/2021		C			11,277,506	⁽¹⁰⁾	⁽¹⁰⁾	Class B Common	11,277,506	⁽¹⁰⁾	0	I	By Union Square Ventures 2012 Fund, L.P.⁽³⁾
Series A Preferred Stock	⁽¹⁰⁾	04/01/2021		C			436,274	⁽¹⁰⁾	⁽¹⁰⁾	Class B Common	436,274	⁽¹⁰⁾	0	I	By USV Investors 2012 Fund, L.P.⁽⁵⁾
Series C Preferred Stock	⁽¹⁰⁾	04/01/2021		C			1,738,007	⁽¹⁰⁾	⁽¹⁰⁾	Class B Common	1,738,007	⁽¹⁰⁾	0	I	By USV Opportunity 2014, LP⁽⁷⁾
Series C Preferred Stock	⁽¹⁰⁾	04/01/2021		C			88,455	⁽¹⁰⁾	⁽¹⁰⁾	Class B Common	88,455	⁽¹⁰⁾	0	I	By USV Opportunity Investors 2014, LP⁽⁹⁾

Explanation of Responses:

1. Represents the conversion of Class B Common Stock held of record by Union Square Ventures 2012 Fund, L.P. into Class A Common Stock.

2. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.

3. These shares are held by Union Square Ventures 2012 Fund, L.P. ("USV 2012 Fund"). Union Square 2012 GP, L.L.C. is the general partner of USV 2012 Fund and has sole voting and investment power with regard to the shares held by USV 2012 Fund. The Reporting Person, Brad Burnham, Albert Wenger, John Buttrick, and Andy Weissman are partners at Union Square Ventures and therefore may be deemed to have shared voting and investment power with regard to the shares held directly by USV 2012 Fund. Each of these individuals disclaims beneficial ownership of these shares except to the extent of their pecuniary interest therein, if any.

4. Represents the conversion of Class B Common Stock held of record by USV Investors 2012 Fund, L.P. into Class A Common Stock.

5. These shares are held by USV Investors 2012 Fund, L.P. ("USV Investors 2012"). Union Square 2012 GP, L.L.C. is the general partner of USV Investors 2012 and has sole voting and investment power with regard to the shares held by USV Investors 2012. The Reporting Person, Brad Burnham, Albert Wenger, John Buttrick, and Andy Weissman are partners at Union Square Ventures and therefore may be deemed to have shared voting and investment power with regard to the shares held directly by USV Investors 2012. Each of these individuals disclaims beneficial ownership of these shares except to the extent of their pecuniary interest therein, if any.

6. Represents the conversion of Class B Common Stock held of record by USV Opportunity 2014, LP into Class A Common Stock.

7. These shares are held by USV Opportunity 2014, LP ("USV Opportunity 2014 Fund"). USV Opportunity 2014 GP, LLC is the general partner of USV Opportunity 2014 Fund and has sole voting and investment power with regard to the shares held by USV Opportunity 2014 Fund. The Reporting Person, Brad Burnham, Albert Wenger, John Buttrick, and Andy Weissman are partners at Union Square Ventures and therefore may be deemed to have shared voting and investment power with regard to the shares held directly by USV Opportunity 2014 Fund. Each of these individuals disclaims beneficial ownership of these shares except to the extent of their pecuniary interest therein, if any.

8. Represents the conversion of Class B Common Stock held of record by USV Opportunity Investors 2014, LP into Class A Common Stock.

9. These shares are held by USV Opportunity Investors 2014, LP ("USV Opportunity Investors 2014"). USV Opportunity 2014 GP, LLC is the general partner of USV Opportunity Investors 2014 and has sole voting and investment power with regard to the shares held by USV Opportunity Investors 2014. The Reporting Person, Brad Burnham, Albert Wenger, John Buttrick, and Andy Weissman are partners at Union Square Ventures and therefore may be deemed to have shared voting and investment power with regard to the shares held directly by USV Opportunity Investors 2014. Each of these individuals disclaims beneficial ownership of these shares except to the extent of their pecuniary interest therein, if any.

10. The Series A and Series C Preferred Stock are each convertible into Class B Common Stock on a 1:1 basis and have no expiration date. Upon the effectiveness of the Issuer's Registration automatically converted into shares of Class B Common Stock of the Issuer.

Remarks:

	/s/ Fred R. Wilson, by Doug Sharp, Attorney-in-Fact	04/05/2021
	** 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.
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Frederick R Wilson Form 4Coinbase Global / FREDERICK R WILSON ownership change