Haas Alesia J Form 4 Coinbase Global / ALESIA J HAAS 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^*

HAAS ALESIA J

(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)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2023

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	08/20/2023		M(1)		10,362	A	$0.00	278,538	D
Class A Common Stock	08/20/2023		M(1)		2,143	A	$0.00	280,681	D
Class A Common Stock	08/20/2023		F(2)		6,201	D	$73.19	274,480	D
Class A Common Stock								20,896	I	By ACB 2021, LLC(3)

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	$0.00(4)	08/20/2023		M(1)			10,362	(5)	(6)	Class A Common Stock Stock	10,362	$0.00	10,361	D
Restricted Stock Units	$0.00(4)	08/20/2023		M(1)			2,143	(7)	(6)	Class A Common Stock	2,143	$0.00	10,714	D

Explanation of Responses:

1. Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person.

2. 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.

3. These shares are held of record by ACB 2021, LLC, of which the Reporting Person is the sole member. The Reporting Person disclaims beneficial ownership of the shares owned by ACB 2021, LLC, except to the extent of her pecuniary interest therein, if any.

4. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.

5. The RSUs vest with respect to 16.67% of the total award on May 20, 2021, and an additional 8.33% of the award vests quarterly thereafter until the award is fully vested on February 20, 2024, subject to the Reporting Person's continued service to the Issuer on each vesting date.

6. RSUs do not expire; they either vest or are canceled prior to vesting date.

7. 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.

Remarks:

	/s/ Alesia J. Haas, by Doug Sharp, Attorney-in-Fact	08/22/2023
	** 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).
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