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S-8 Filing
Coinbase Global (COIN) S-8Registration of securities for employees
Filed: 25 Feb 22, 12:00am
Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Unit(3)(4) | Maximum Aggregate Offering Price(3)(4) | Fee Rate | Amount of Registration Fee | ||||||||||||||||
Equity | Class A common stock, $0.00001 par value per share | Rule 457(c) and Rule 457(h) | 13,060,790(2) | $177.56 | $2,261,055,023 | 0.0000927 | $209,601.00 | ||||||||||||||||
Total Offering Amounts | $209,601.00 | ||||||||||||||||||||||
Total Fee Offsets(5) | — | ||||||||||||||||||||||
Net Fee Due | $209,601.00 |
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Class A common stock of Coinbase Global, Inc. (the “Registrant”) that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s Class A common stock. | ||||
(2) | Represents (a) 10,884,131 additional shares of the Registrant’s Class A common stock to be reserved for issuance under the 2021 Equity Incentive Plan (“2021 Plan”) resulting from (i) 10,883,295 additional shares of the Registrant’s Class A common stock available for issuance under the 2021 Plan pursuant to the provision of the 2021 Plan providing for an annual automatic increase in the number of shares reserved for issuance under the 2021 Plan and (ii) 836 additional shares of the Registrant’s Class A common stock available for issuance under the 2021 Plan as a result of the repurchase of unvested and forfeited shares of the Registrant’s Class A common stock acquired upon the exercise of stock options that were previously granted and early exercised under the Registrant’s 2019 Equity Incentive Plan pursuant to the terms of the 2021 Plan; and (b) 2,176,659 additional shares of the Registrant’s Class A common stock available for issuance under the Registrant’s 2021 Employee Stock Purchase Plan (the “Purchase Plan”) pursuant to the provision of the Purchase Plan providing for an annual automatic increase in the number of shares reserved for issuance under the Purchase Plan. | ||||
(3) | Estimated pursuant to Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee for the additional shares to be reserved under the 2021 Plan, on the basis of the average of the high and low prices of the Registrant’s Class A common stock as reported on the Nasdaq Global Select Market (“Nasdaq”) on February 23, 2022. | ||||
(4) | Estimated pursuant to Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee for the additional shares to be reserved under the Purchase Plan, on the basis of the average of the high and low prices of the Registrant’s Class A common stock as reported on Nasdaq on February 23, 2022. Under the Purchase Plan, the purchase price of a share of Class A common stock is equal to 85% of the fair market value of the Registrant’s Class A common stock on the offering date or the purchase date, whichever is less. | ||||
(5) | The Registrant does not have any fee offsets. |