FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5                       
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Andreessen Marc L
2. Issuer Name and Ticker or Trading Symbol

Coinbase Global, Inc. [ COIN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O ANDREESSEN HOROWITZ, 2865 SAND HILL ROAD, SUITE 101
3. Date of Earliest Transaction (MM/DD/YYYY)

5/21/2021
(Street)

MENLO PARK, CA 94025
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 5/21/2021  C(1)  5220839 A$0.00 (2)5220839 I By Andreessen Horowitz Fund III, L.P. (3)
Class A Common Stock 5/21/2021  C(4)  454334 A$0.00 (2)454334 I By AH Parallel Fund III, L.P. (5)(6)
Class A Common Stock 5/21/2021  C(7)  322110 A$0.00 (2)425185 I By a16z Seed-III, LLC (8)
Class A Common Stock 5/21/2021  J(9)  425185 D$0.00 0 I By a16z Seed-III, LLC (8)
Class A Common Stock 5/21/2021  J(9)  425185 A$0.00 5646024 I By Andreessen Horowitz Fund III, L.P. (3)
Class A Common Stock 5/21/2021  J(10)  5542949 D$0.00 103075 I By Andreessen Horowitz Fund III, L.P. (3)
Class A Common Stock 5/21/2021  J(11)  454334 D$0.00 0 I By AH Parallel Fund III, L.P. (5)(6)
Class A Common Stock 5/21/2021  J(12)  1154711 D$0.00 2263232 I By Andreessen Horowitz LSV Fund I, L.P. (13)
Class A Common Stock 5/21/2021  J(14)  17473 A$0.00 17473 I By AH Capital Management, L.L.C. (15)
Class A Common Stock 5/21/2021  J(16)  451808 A$0.00 938130 I By Trust (17)
Class A Common Stock 5/24/2021  S  873 D$224.9947 (18)16600 I By AH Capital Management, L.L.C. (15)
Class A Common Stock 5/24/2021  S  7700 D$225.9701 (19)8900 I By AH Capital Management, L.L.C. (15)
Class A Common Stock 5/24/2021  S  5799 D$226.7931 (20)3101 I By AH Capital Management, L.L.C. (15)
Class A Common Stock 5/24/2021  S  1201 D$227.714 (21)1900 I By AH Capital Management, L.L.C. (15)
Class A Common Stock 5/24/2021  S  1600 D$228.8786 (22)300 I By AH Capital Management, L.L.C. (15)
Class A Common Stock 5/24/2021  S  200 D$229.73 (23)100 I By AH Capital Management, L.L.C. (15)
Class A Common Stock 5/24/2021  S  100 D$230.95 0 I By AH Capital Management, L.L.C. (15)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock  (2)5/21/2021  C (1)    5220839   (2) (2)Class A Common Stock 5220839 $0.00 (2)10761104 I By Andreessen Horowitz Fund III, L.P. (3)
Class B Common Stock  (2)5/21/2021  C (4)    454334   (2) (2)Class A Common Stock 454334 $0.00 (2)890493 I By AH Parallel Fund III, L.P. (5)(6)
Class B Common Stock  (2)5/21/2021  C (7)    322110   (2) (2)Class A Common Stock 322110 $0.00 (2)0 I By a16z Seed-III, LLC (8)

Explanation of Responses:
(1) Represents the conversion of 5,220,839 shares of Class B Common Stock held of record by Andreessen Horowitz Fund III, L.P. into Class A Common Stock.
(2) 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.
(3) These securities are held by Andreessen Horowitz Fund III, L.P., for itself and as nominee for Andreessen Horowitz Fund III-A, L.P., Andreessen Horowitz Fund III-B, L.P., and Andreessen Horowitz Fund III-Q, L.P. (collectively, the "AH Fund III Entities"). AH Equity Partners III, L.L.C. ("AH EP III"), the general partner of the AH Fund III Entities, has sole voting and dispositive power with regard to the securities held by the AH Fund III Entities. The Reporting Person and Ben Horowitz are the managing members of AH EP III and share voting and dispositive power with respect to the shares held by the AH Fund III Entities. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Fund III Entities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any.
(4) Represents the conversion of 454,334 shares of Class B Common Stock held of record by AH Parallel Fund III, L.P. into Class A Common Stock.
(5) These securities are held by AH Parallel Fund III, L.P., for itself and as nominee for AH Parallel Fund III-A, L.P., AH Parallel Fund III-B, L.P., and AH Parallel Fund III-Q, L.P. (collectively, the "AH Parallel Fund III Entities"). AH Equity Partners III (Parallel), L.L.C. ("AH EP III Parallel"), the general partner of the AH Parallel Fund III Entities, has sole voting and dispositive power with regard to the shares held by the AH Parallel Fund III Entities. The Reporting Person and Ben Horowitz are the managing members of AH EP III Parallel and share voting and dispositive power with respect to the shares held by the AH Parallel Fund III Entities.
(6) (Continued from Footnote 5) The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Parallel Fund III Entities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any.
(7) Represents the conversion of 322,110 shares of Class B Common Stock held of record by a16z Seed-III, LLC ("a16z Seed") into Class A Common Stock.
(8) These securities are held of record by a16z Seed. The securities held directly by a16z Seed are indirectly held by the AH Fund III Entities, the members of a16z Seed. AH EP III, the general partner of the AH Fund III Entities, has sole voting and dispositive power with regard to the shares held by a16z Seed. The Reporting Person and Ben Horowitz are the managing members of AH EP III and share voting and dispositive power with respect to the shares held by a16z Seed. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by a16z Seed and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any.
(9) On May 21, 2021, a16z Seed distributed, for no consideration, 425,185 shares of the Issuer's Class A Common Stock (the "a16z Seed Shares") to the AH Fund III Entities, representing each such member's pro rata interest in such a16z Seed Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.
(10) On May 21, 2021, the AH Fund III Entities distributed, for no consideration, 5,542,949 shares of the Issuer's Class A Common Stock (the "AH Fund III Shares") to their limited partners and to AH EP III, the general partner of the AH Fund III Entities, representing each such partner's pro rata interest in such AH Fund III Shares. On the same date, AH EP III distributed, for no consideration, the AH Fund III Shares it received in the distribution by the AH Fund III Entities to its members, representing each such member's pro rata interest in such AH Fund III Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.
(11) On May 21, 2021, the AH Parallel Fund III Entities distributed, for no consideration, 454,334 shares of the Issuer's Class A Common Stock (the "AH Parallel Fund III Shares") to their limited partners and to AH EP III Parallel, the general partner of the AH Parallel Fund III Entities, representing each such partner's pro rata interest in such AH Parallel Fund III Shares. On the same date, AH EP III Parallel distributed, for no consideration, the AH Parallel Fund III Shares it received in the distribution by the AH Parallel Fund III Entities to its members, representing each such member's pro rata interest in such AH Parallel Fund III Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.
(12) On May 21, 2021, the AH LSV Fund I Entities (as defined below) distributed, for no consideration, 1,154,711 shares of the Issuer's Class A Common Stock (the "AH LSV Fund I Shares") to their limited partners and to AH EP LSV I (as defined below), the general partner of the AH LSV Fund I Entities, representing each such partner's pro rata interest in such AH LSV Fund I Shares. On the same date, AH EP LSV I distributed, for no consideration, the AH LSV Fund I Shares it received in the distribution by the AH LSV Fund I Entities to its members, representing each such member's pro rata interest in such AH LSV Fund I Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.
(13) These securities are held by Andreessen Horowitz LSV Fund I, L.P., for itself and as nominee for Andreessen Horowitz LSV Fund I-B, L.P. and Andreessen Horowitz LSV Fund I-Q, L.P. (collectively, the "AH LSV Fund I Entities"). AH Equity Partners LSV I, L.L.C. ("AH EP LSV I"), the general partner of the AH LSV Fund I Entities, has sole voting and dispositive power with regard to the shares held by the AH LSV Fund I Entities. The Reporting Person and Ben Horowitz are the managing members of AH EP LSV I and share voting and dispositive power with respect to the shares held by the AH LSV Fund I Entities. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund I Entities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any.
(14) Represents shares received by AH Capital Management, L.L.C. pursuant to pro rata distributions by AH EP III, AH EP III Parallel and AH EP LSV I, for no consideration, of shares of the Issuer's Class A Common Stock to their respective members. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.
(15) The securities are held of record by AH Capital Management, L.L.C. The members of AH Capital Management, L.L.C. are the Reporting Person and Ben Horowitz, who share voting and dispositive power with respect to the shares held by AH Capital Management, L.L.C. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by AH Capital Management, L.L.C. and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any.
(16) Represents shares received by the LAMA Community Trust pursuant to pro rata distributions by the AH Fund III Entities, the AH Parallel Fund III Entities, the AH LSV Fund I Entities, AH EP III, AH EP III Parallel, and AH EP LSV I, for no consideration, of shares of the Issuer's Class A Common Stock to their respective partners or members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.
(17) The shares are held of record by the LAMA Community Trust of which the Reporting Person and his spouse are trustees.
(18) Represents the weighted average sale price. The lowest price at which shares were sold was $224.33 and the highest price at which shares were sold was $225.32. The Reporting Person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the Issuer or the Issuer's stockholders, full information regarding the total number of shares sold at each separate price within the ranges set forth in footnotes (18) through (23) to this Form 4.
(19) Represents the weighted average sale price. The lowest price at which shares were sold was $225.34 and the highest price at which shares were sold was $226.335.
(20) Represents the weighted average sale price. The lowest price at which shares were sold was $226.34 and the highest price at which shares were sold was $227.30.
(21) Represents the weighted average sale price. The lowest price at which shares were sold was $227.35 and the highest price at which shares were sold was $228.05.
(22) Represents the weighted average sale price. The lowest price at which shares were sold was $228.49 and the highest price at which shares were sold was $229.46.
(23) Represents the weighted average sale price. The lowest price at which shares were sold was $229.67 and the highest price at which shares were sold was $229.79.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Andreessen Marc L
C/O ANDREESSEN HOROWITZ
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA 94025
XX


Signatures
/s/ Doug Sharp, Attorney-in-Fact for Marc L. Andreessen5/25/2021
**Signature of Reporting PersonDate

Coinbase Global (NASDAQ:COIN)
Historical Stock Chart
From Feb 2024 to Mar 2024 Click Here for more Coinbase Global Charts.
Coinbase Global (NASDAQ:COIN)
Historical Stock Chart
From Mar 2023 to Mar 2024 Click Here for more Coinbase Global Charts.