AH Equity Partners III 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

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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^*

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

(Last) (First) (Middle)

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 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)
04/14/2021

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	04/14/2021		C(1)		324,792	A	$0.00(2)	5,760,371	I	By Andreessen Horowitz Fund III, L.P.(3)
Class A Common Stock	04/14/2021		C(4)		18,173	A	$0.00(2)	472,507	I	By AH Parallel Fund III, L.P.(5)(6)
Class A Common Stock	04/14/2021		S		18,173	D	$381	454,334	I	By AH Parallel Fund III, L.P.(5)(6)
Class A Common Stock	04/14/2021		S		217,422	D	$381	5,542,949	I	By Andreessen Horowitz Fund III, L.P.(3)
Class A Common Stock	04/14/2021		S		46,188	D	$381	4,572,654	I	By Andreessen Horowitz LSV Fund I, L.P.(7)
Class A Common Stock	04/14/2021		S		8,697	D	$381	860,868	I	By CNK Fund I, L.P.(8)
Class A Common Stock	04/14/2021		S		4,295	D	$381	103,075	I	By a16z Seed-III, LLC(9)
Class A Common Stock	04/14/2021		J(10)		394	A	$0.00	103,469	I	By a16z Seed-III, LLC(9)
Class A Common Stock	04/14/2021		J(11)		860,868	D	$0.00	0	I	By CNK Fund I, L.P.(8)
Class A Common Stock	04/14/2021		J(12)		1,154,711	D	$0.00	3,417,943	I	By Andreessen Horowitz LSV Fund I, L.P.(7)
Class A Common Stock	04/14/2021		J(13)		454,334	D	$0.00	0	I	By AH Parallel Fund III, L.P.(5)(6)
Class A Common Stock	04/14/2021		J(14)		5,542,949	D	$0.00	0	I	By Andreessen Horowitz Fund III, L.P.(3)
Class A Common Stock	04/14/2021		J(15)		418,615	A	$0.00	418,615	I	By Trust(16)
Class A Common Stock	04/14/2021		J(17)		18,855	A	$0.00	18,855	I	By AH Capital Management, L.L.C.(18)

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
Class B Common Stock	(2)	04/14/2021		C(1)			324,792	(2)	(2)	Class A Common Stock	324,792	$0.00(2)	15,981,943	I	By Andreessen Horowitz Fund III, L.P.(3)
Class B Common Stock	(2)	04/14/2021		C(4)			18,173	(2)	(2)	Class A Common Stock	18,173	$0.00(2)	1,344,827	I	By AH Parallel Fund III, L.P.(5)(6)
Class B Common Stock	(2)							(2)	(2)	Class A Common Stock	322,110		322,110	I	By a16z Seed-III, LLC(9)

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 CA 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 CA 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 CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. Represents the conversion of 324,792 shares of Class B Common Stock held of record by Andreessen Horowitz Fund III, 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 securities are 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"). 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 securities held by the AH Fund III Entities. 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 the AH Fund III Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Fund III 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.

4. Represents the conversion of 18,173 shares of Class B Common Stock held of record by AH Parallel Fund III, L.P. into Class A Common Stock.

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

6. (Continued from Footnote 5) Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Parallel Fund III 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.

7. 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.

8. These securities are held by CNK Fund I, L.P., for itself and as nominee for CNK Fund I-B, L.P. and CNK Fund I-Q, L.P. (collectively, the "CNK Fund I Entities"). CNK Equity Partners I, L.L.C. ("CNK EP I"), the general partner of the CNK Fund I Entities, has sole voting and dispositive power with regard to the shares held by the CNK Fund I Entities. Marc Andreessen, Christopher Dixon and Ben Horowitz are the managing members of CNK EP I and share voting and dispositive power with respect to the shares held by the CNK Fund I Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the CNK 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.

9. These securities are held of record by a16z Seed-III, LLC ("a16z Seed"). The securities held directly by a16z Seed are indirectly held by the AH Fund III Entities, the members of a16z Seed. 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. 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.

10. Represents shares received by a16z Seed pursuant to a pro rata distribution by FCRA Holdings LLC, for no consideration, of shares of Class A Common Stock of the Issuer to its members. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.

11. On April 14, 2021, the CNK Fund I Entities distributed, for no consideration, 860,868 shares of the Issuer's Class A Common Stock (the "CNK I Shares") to their limited partners and to CNK EP I, the general partner of the CNK Fund I Entities, representing each such partner's pro rata interest in such CNK I Shares. On the same date, CNK EP I distributed, for no consideration, the CNK I Shares it received in the distribution by the CNK Fund I Entities to its members, representing each such member's pro rata interest in such CNK I Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.

12. On April 14, 2021, the AH LSV Fund I Entities distributed, for no consideration, 1,154,711 shares of the Issuer's Class A Common Stock (the "AH LSV Fund I Shares") to their limited partners and to AH EP LSV I, the general partner of the AH LSV Fund I Entities, representing each such partner's pro rata interest in such AH LSV Fund I Shares. On the same date, AH EP LSV I distributed, for no consideration, the AH LSV Fund I Shares it received in the distribution by the AH LSV Fund I Entities to its members, representing each such member's pro rata interest in such AH LSV Fund I Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.

13. On April 14, 2021, the AH Parallel Fund III Entities distributed, for no consideration, 454,334 shares of the Issuer's Class A Common Stock (the "AH Parallel Fund III Shares") to their limited partners and to AH EP III Parallel, the general partner of the AH Parallel Fund III Entities, representing each such partner's pro rata interest in such AH Parallel Fund III Shares. On the same date, AH EP III Parallel distributed, for no consideration, the AH Parallel Fund III Shares it received in the distribution by the AH Parallel Fund III Entities to its members, representing each such member's pro rata interest in such AH Parallel Fund III Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.

14. On April 14, 2021, the AH Fund III Entities distributed, for no consideration, 5,542,949 shares of the Issuer's Class A Common Stock (the "AH Fund III Shares") to their limited partners and to AH EP III, the general partner of the AH Fund III Entities, representing each such partner's pro rata interest in such AH Fund III Shares. On the same date, AH EP III distributed, for no consideration, the AH Fund III Shares it received in the distribution by the AH Fund III Entities to its members, representing each such member's pro rata interest in such AH Fund III Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.

15. Represents shares received by the 1997 Horowitz Family Trust pursuant to pro rata distributions by SV Angel III LP, SV Angel V LP, SV Angel VI LP, the AH Fund III Entities, the AH Parallel Fund III Entities, the AH LSV Fund I Entities, the CNK Fund I Entities, AH EP III, AH EP III Parallel, AH EP LSV I and CNK EP I, for no consideration, of shares of the Issuer's Class A Common Stock to their respective partners or members , as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.

16. 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.

17. Represents shares received by AH Capital Management, L.L.C. pursuant to pro rata distributions by AH EP III, AH EP III Parallel, AH EP LSV I and CNK EP I, for no consideration, of shares of the Issuer's Class A Common Stock to their respective members. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.

18. 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.

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	04/16/2021
	AH Capital Management, L.L.C., By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer	04/16/2021
	/s/ Scott Kupor, Attorney-in-Fact for Benjamin Horowitz	04/16/2021
	** Signature of Reporting Person	Date
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