Statement of Changes in Beneficial Ownership (4)
January 18 2023 - 4:20PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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Armstrong Brian |
2. Issuer Name and Ticker or Trading Symbol
Coinbase Global, Inc.
[
COIN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman and CEO |
(Last)
(First)
(Middle)
C/O COINBASE GLOBAL, INC. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/13/2023 |
(Street)
NOT APPLICABLE, DE
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 1/13/2023 | | C(1)(2) | | 58053 | A | $0 (3) | 58053 | I | By The Brian Armstrong Living Trust |
Class A Common Stock | 1/13/2023 | | S(2) | | 58053 | D | $50.0649 (4) | 0 | I | By The Brian Armstrong Living Trust |
Class A Common Stock | 1/17/2023 | | C(1)(2) | | 31143 | A | $0 (3) | 31143 | I | By The Brian Armstrong Living Trust |
Class A Common Stock | 1/17/2023 | | S(2) | | 4450 | D | $51.3497 (5) | 26693 | I | By The Brian Armstrong Living Trust |
Class A Common Stock | 1/17/2023 | | S(2) | | 12610 | D | $52.3172 (6) | 14083 | I | By The Brian Armstrong Living Trust |
Class A Common Stock | 1/17/2023 | | S(2) | | 7343 | D | $53.154 (7) | 6740 | I | By The Brian Armstrong Living Trust |
Class A Common Stock | 1/17/2023 | | S(2) | | 6540 | D | $54.3227 (8) | 200 | I | By The Brian Armstrong Living Trust |
Class A Common Stock | 1/17/2023 | | S(2) | | 200 | D | $54.895 (9) | 0 | I | By The Brian Armstrong Living Trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | 1/13/2023 | | C (1)(2) | | | 58053 | (3) | (3) | Class A Common Stock | 58053.0 | $0 | 26428694 | I | By The Brian Armstrong Living Trust |
Class B Common Stock | (3) | 1/17/2023 | | C (1)(2) | | | 31143 | (3) | (3) | Class A Common Stock | 31143.0 | $0 | 26397551 | I | By The Brian Armstrong Living Trust |
Class B Common Stock | (3) | | | | | | | (3) | (3) | Class A Common Stock | 6159583.0 | | 6159583 | I | By The Brian Armstrong 2020 Grantor Retained Annuity Trust |
Class B Common Stock | (3) | | | | | | | (3) | (3) | Class A Common Stock | 950490.0 | | 950490 | I | By The Ehrsam 2014 Irrevocable Trust (10) |
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 Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 26, 2022, 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 $50.00 and the highest price at which shares were sold was $50.62. 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 to 9 to this Form 4. |
(5) | Represents the weighted average sale price. The lowest price at which shares were sold was $50.76 and the highest price at which shares were sold was $51.74. |
(6) | Represents the weighted average sale price. The lowest price at which shares were sold was $51.76 and the highest price at which shares were sold was $52.75. |
(7) | Represents the weighted average sale price. The lowest price at which shares were sold was $52.76 and the highest price at which shares were sold was $53.74. |
(8) | Represents the weighted average sale price. The lowest price at which shares were sold was $53.86 and the highest price at which shares were sold was $54.825. |
(9) | Represents the weighted average sale price. The lowest price at which shares were sold was $54.87 and the highest price at which shares were sold was $54.92. |
(10) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Armstrong Brian C/O COINBASE GLOBAL, INC. NOT APPLICABLE, DE | X | X | Chairman and CEO |
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Brian Armstrong Living Trust C/O COINBASE GLOBAL, INC. NOT APPLICABLE, DE |
| X |
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Signatures
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/s/ Brian Armstrong, by Doug Sharp, Attorney-in-Fact | | 1/18/2023 |
**Signature of Reporting Person | Date |
/s/ The Brian Armstrong Living Trust, by Doug Sharp, Attorney-in-Fact | | 1/18/2023 |
**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 control number. |
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