| 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 |
|
|||||||||||||||
| 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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Coinbase Global, Inc. [ COIN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 02/11/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| 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 | 02/11/2025 | C(1)(2) | 25,000 | A | $0(3) | 25,526 | I | By The Brian Armstrong Living Trust | ||
| Class A Common Stock | 02/11/2025 | S(2) | 9,131 | D | $274.66(4) | 16,395 | I | By The Brian Armstrong Living Trust | ||
| Class A Common Stock | 02/11/2025 | S(2) | 14,008 | D | $275.5022(5) | 2,387 | I | By The Brian Armstrong Living Trust | ||
| Class A Common Stock | 02/11/2025 | S(2) | 1,861 | D | $276.3909(6) | 526 | I | By The Brian Armstrong Living Trust | ||
|
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 | ||||||||
| Class B Common Stock | (3) | 02/11/2025 | C(1)(2) | 25,000 | (3) | (3) | Class A Common Stock | 25,000 | $0 | 24,131,225 | I | By The Brian Armstrong Living Trust | |||
| Class B Common Stock | (3) | (3) | (3) | Class A Common Stock | 2,958,393 | 2,958,393 | I | The Ehrsam 2014 Irrevocable Trust(7) | |||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. Represents the conversion of Class B Common Stock held of record by The Brian Armstrong Living Trust into Class A Common Stock. |
| 2. The transactions reported on this line were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 15, 2024, during an open trading window. |
| 3. 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. |
| 4. Represents the weighted average sale price. The lowest price at which shares were sold was $274.13 and the highest price at which shares were sold was $275.12. 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 (4) through (6) to this Form 4. |
| 5. Represents the weighted average sale price. The lowest price at which shares were sold was $275.13 and the highest price at which shares were sold was $276.11. |
| 6. Represents the weighted average sale price. The lowest price at which shares were sold was $276.13 and the highest price at which shares were sold was $276.885. |
| 7. These shares are held by The Ehrsam 2014 Irrevocable Trust, of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any. |
| Remarks: |
| /s/ Brian Armstrong, by Lailey Rezai, Attorney-in-Fact | 02/12/2025 | |
| /s/ The Brian Armstrong Living Trust, by Lailey Rezai, Attorney-in-Fact | 02/12/2025 | |
| ** 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). | ||
| 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. | ||
