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)
11/20/2022

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	11/20/2022		M(1)		10,362	A	$0	30,380	D
Class A Common Stock	11/20/2022		M(1)		2,142	A	$0	32,522	D
Class A Common Stock	11/20/2022		F(2)		6,201	D	$45.26	26,321	D
Class A Common Stock	11/22/2022		C(3)(4)		26,832	A	$0	53,153	D
Class A Common Stock	11/22/2022		M(3)		143,023	A	$18.13	196,176	D
Class A Common Stock	11/22/2022		S(5)		92,659	D	$42.3754(6)	103,517	D
Class A Common Stock	11/22/2022		S(5)		11,200	D	$43.0193(7)	92,317	D
Class A Common Stock								20,896	I	By ACB 2021, LLC(8)

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	$0.0(9)	11/20/2022		M(1)			10,362	(10)	(11)	Class A Common Stock	10,362	$0	41,445	D
Restricted Stock Units	$0.0(9)	11/20/2022		M(1)			2,142	(12)	(11)	Class A Common Stock	2,142	$0	17,143	D
Employee Stock Option (right to buy)	$6.9733	11/22/2022		M(3)			26,832	(13)	04/30/2028	Class B Common Stock	26,832	$0	1,067,668	D
Class B Common Stock	(14)	11/22/2022		M(3)		26,832		(14)	(14)	Class A Common Stock	26,832	$0	26,832	D
Class B Common Stock	(14)	11/22/2022		C(3)(4)			26,832	(14)	(14)	Class A Common Stock	26,832	$0	0	D
Employee Stock Option (right to buy)	$18.13	11/22/2022		M(3)			143,023	(15)	04/28/2030	Class A Common Stock	143,023	$0	78,433	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. This transaction reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 1, 2022, during an open trading window.

4. Represents the conversion of Class B Common Stock held of record by The Reporting Person into Class A Common Stock.

5. This transaction reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 1, 2022, during an open trading window, to cover the exercise price, commissions, fees and estimated tax withholding obligations in connection with the exercise of stock options. The Reporting Person did not sell or otherwise dispose of shares for any reason other than to cover such exercise price, commissions, fees and estimated required taxes.

6. Represents the weighted average sale price. The lowest price at which shares were sold was $41.83 and the highest price at which shares were sold was $42.81. The Reporting Person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the Issuer or its stockholders, full information regarding the total number of shares sold at each separate price within the ranges set forth in footnotes (6) and (7) to this Form 4.

7. Represents the weighted average sale price. The lowest price at which shares were sold was $42.92 and the highest price at which shares were sold was $43.09.

8. 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.

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

10. 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.

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

12. 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.

13. The options vested with respect to 1/4th of the total shares on April 17, 2019, and the remaining 3/4th of the options vest in equal monthly installments thereafter until the options are fully vested on April 17, 2022, subject to the Reporting Person's continued service to the Issuer on each vesting date. The option contains an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase.

14. 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.

15. The options vest in equal monthly increments over four years, with the first 1/48 of the options vesting on February 1, 2020, until the options are fully vested on January 1, 2024, subject to the Reporting Person's continued service to the Issuer on each vesting date. The option contains an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase.

Remarks:

	/s/ Alesia J. Haas, by Doug Sharp, Attorney-in-Fact	11/22/2022
	** 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).
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