Statement of Changes in Beneficial Ownership (4)
November 23 2021 - 6:37PM
Edgar (US Regulatory)
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
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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
*
Grewal Paul |
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)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Legal Officer |
(Last)
(First)
(Middle)
C/O COINBASE GLOBAL, INC. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/20/2021 |
(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)
_X
_ Form filed by One Reporting Person
___ 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 | 11/20/2021 | | M(1) | | 57693 | A | $0 | 61585 | D | |
Class A Common Stock | 11/20/2021 | | F(2) | | 28605 | D | $332.55 | 32980 | D | |
Class A Common Stock | 11/22/2021 | | S(3) | | 264 | D | $313.495 (4) | 32716 | D | |
Class A Common Stock | 11/22/2021 | | S(3) | | 362 | D | $314.7973 (5) | 32354 | D | |
Class A Common Stock | 11/22/2021 | | S(3) | | 440 | D | $316.1718 (6) | 31914 | D | |
Class A Common Stock | 11/22/2021 | | S(3) | | 500 | D | $317.072 (7) | 31414 | D | |
Class A Common Stock | 11/22/2021 | | S(3) | | 629 | D | $318.4271 (8) | 30785 | D | |
Class A Common Stock | 11/22/2021 | | S(3) | | 500 | D | $320.09 (9) | 30285 | D | |
Class A Common Stock | 11/22/2021 | | S(3) | | 248 | D | $321.1624 (10) | 30037 | D | |
Class A Common Stock | 11/22/2021 | | S(3) | | 100 | D | $322.40 | 29937 | D | |
Class A Common Stock | 11/22/2021 | | S(3) | | 100 | D | $326.40 | 29837 | D | |
Class A Common Stock | 11/22/2021 | | S(3) | | 500 | D | $328.472 (11) | 29337 | D | |
Class A Common Stock | 11/22/2021 | | S(3) | | 206 | D | $330.3931 (12) | 29131 | D | |
Class A Common Stock | 11/22/2021 | | S(3) | | 100 | D | $331.56 | 29031 | D | |
Class A Common Stock | 11/22/2021 | | S(3) | | 314 | D | $333.3951 (13) | 28717 | D | |
Class A Common Stock | 11/22/2021 | | S(3) | | 100 | D | $335.14 | 28617 | D | |
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 |
Restricted Stock Units | $0.0 (14) | 11/20/2021 | | M (1) | | | 57693 | (15) | (16) | Class A Common Stock | 57693.0 | $0 | 173079 | D | |
Explanation of Responses: |
(1) | Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person. |
(2) | Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs. |
(3) | The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 1, 2021, during an open trading window. |
(4) | Represents the weighted average sale price. The lowest price at which shares were sold was $313.36 and the highest price at which shares were sold was $313.62. 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 (13) to this Form 4. |
(5) | Represents the weighted average sale price. The lowest price at which shares were sold was $314.43 and the highest price at which shares were sold was $315.25. |
(6) | Represents the weighted average sale price. The lowest price at which shares were sold was $315.60 and the highest price at which shares were sold was $316.49. |
(7) | Represents the weighted average sale price. The lowest price at which shares were sold was $316.70 and the highest price at which shares were sold was $317.31. |
(8) | Represents the weighted average sale price. The lowest price at which shares were sold was $318 and the highest price at which shares were sold was $318.78. |
(9) | Represents the weighted average sale price. The lowest price at which shares were sold was $319.67 and the highest price at which shares were sold was $320.45. |
(10) | Represents the weighted average sale price. The lowest price at which shares were sold was $320.96 and the highest price at which shares were sold was $321.39. |
(11) | Represents the weighted average sale price. The lowest price at which shares were sold was $328.10 and the highest price at which shares were sold was $328.90. |
(12) | Represents the weighted average sale price. The lowest price at which shares were sold was $329.83 and the highest price at which shares were sold was $330.59. |
(13) | Represents the weighted average sale price. The lowest price at which shares were sold was $333.15 and the highest price at which shares were sold was $333.71. |
(14) | Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. |
(15) | The restricted stock units ("RSUs") vest with respect to 1/4th of the total shares underlying the award on November 20, 2021, and the remaining 3/4th of the shares underlying the award vest in equal quarterly installments thereafter until the award is fully vested on November 20, 2024, subject to the continued service of the Reporting Person to the Issuer on each vesting date. |
(16) | RSUs do not expire; they either vest or are canceled prior to vesting date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Grewal Paul C/O COINBASE GLOBAL, INC. NOT APPLICABLE, DE |
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| Chief Legal Officer |
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Signatures
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/s/ Paul Grewal, by Jolie Yang, Attorney-in-Fact | | 11/23/2021 |
**Signature of Reporting Person | Date |
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