SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 04/01/2021 | 3. Issuer Name and Ticker or Trading Symbol Coinbase Global, Inc. [ COIN ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class B Common Stock | (1) | (1) | Class A Common Stock | 18,483 | (1) | D | |
Employee Stock Option (right to buy) | (2) | 08/02/2028 | Class B Common Stock | 191,517 | 6.9733 | D | |
Employee Stock Option (right to buy) | (3) | 04/28/2030 | Class A Common Stock | 16,609 | 18.13 | D | |
Employee Stock Option (right to buy) | (4) | 08/18/2030 | Class A Common Stock | 21,598 | 23.46 | D | |
Restricted Stock Units | (5) | (6) | Class A Common Stock | 22,794 | 0.00 | D | |
Restricted Stock Units | (7) | (6) | Class A Common Stock | 6,268 | 0.00 | D | |
Restricted Stock Units | (7) | (6) | Class A Common Stock | 10,072 | 0.00 | D |
Explanation of Responses: |
1. 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. |
2. The options vest in equal increments on the 30th day of each month until the options are fully vested on July 30, 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. |
3. 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. |
4. The options vest in equal monthly increments over four years, with the first 1/48 of the options vesting on August 1, 2020, until the options are fully vested on July 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. |
5. The restricted stock units ("RSUs") vest with respect to 50% of the total award on February 20, 2022, and the remaining 50% of the award vests on February 20, 2023, 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 with respect to 25% of the total award on May 20, 2021, and an additional 12.5% of the award vests each quarter thereafter until the award is fully vested on November 20, 2022, subject to the Reporting Person's continued service to the Issuer on each vesting date. |
Remarks: |
/s/ Jennifer N. Jones, by Doug Sharp, Attorney-in-Fact | 04/01/2021 | |
** 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 5 (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. |