| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 5
)*
|
Coinbase Global, Inc. (Name of Issuer) |
Class A Common Stock, $0.00001 par value per share (Title of Class of Securities) |
19260Q107 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 19260Q107 |
| 1 | Names of Reporting Persons Frederick Ernest Ehrsam III | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 6,059,132.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 2.87 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Coinbase Global, Inc. | |
| (b) | Address of issuer's principal executive
offices: One Madison Avenue, Suite 2400, New York, NY 10010. | |
| Item 2. | ||
| (a) | Name of person filing: This statement is filed on behalf of Frederick Ernest Ehrsam III (the "Reporting Person"). | |
| (b) | Address or principal business office or, if
none, residence: The business address of the Reporting Person is 201 Post Street, Floor PH, San Francisco, CA 94108. | |
| (c) | Citizenship: The Reporting Person is a citizen of the United States. | |
| (d) | Title of class of securities: Class A Common Stock, $0.00001 par value per share | |
| (e) | CUSIP No.: 19260Q107 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: This Amendment No. 5 to Schedule 13G constitutes an exit filing for the Reporting Person. The ownership information below represents beneficial ownership of Class A Common Stock of the Issuer as of the date of this statement, based upon 204,910,047 shares of Class A Common Stock and 45,440,396 shares of Class B Common Stock (as defined below) outstanding as of October 23, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on October 30, 2024. The information below assumes the conversion of the Class B common stock, $0.00001 par value per share ("Class B Common Stock"), of the Issuer indirectly held by the Reporting Person into shares of Class A Common Stock of the Issuer on a one-to-one basis.
The Reporting Person is deemed to be the beneficial owner of 6,059,132 shares of Class A Common Stock, which includes: (i) 6,048,715 shares of Class A Common Stock issuable upon conversion of 6,048,715 shares of Class B Common Stock held by the Frederick Ernest Ehrsam III Living Trust, and (ii) 10,417 shares of Class A Common Stock held directly by the Reporting Person.
The Reporting Person disclaims beneficial ownership of Class A Common Stock and Class B Common Stock beneficially owned by the Frederick Ernest Ehrsam III Living Trust, except to the extent of his pecuniary interest therein, if any. | |
| (b) | Percent of class: 2.87 % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 6,059,132 (1) | ||
| (ii) Shared power to vote or to direct the
vote: 0 | ||
| (iii) Sole power to dispose or to direct the
disposition of: 6,059,132 (1) | ||
| (iv) Shared power to dispose or to direct the
disposition of: 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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