Statement of Changes in Beneficial Ownership (4)
November 23 2021 - 6:38PM
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).
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
*
Haun Kathryn |
2. Issuer Name and Ticker or Trading Symbol
Coinbase Global, Inc.
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COIN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ANDREESSEN HOROWITZ, 2865 SAND HILL ROAD, SUITE 101 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/20/2021 |
(Street)
MENLO PARK, CA 94025
(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) | | 2418 | A | $0 | 2418 | D | |
Class A Common Stock | 11/23/2021 | | S(2) | | 2418 | D | $312.50 | 0 | D | |
Class A Common Stock | | | | | | | | 150000 | I | By The Gherardesca Annuity Trust (3) |
Class A Common Stock | | | | | | | | 2263232 | I | By Andreessen Horowitz LSV Fund I, L.P. (4)(5) |
Class A Common Stock | | | | | | | | 57376 | I | By Gherardesca LLC (6) |
Class A Common Stock | | | | | | | | 91000 | I | By EZT Trust (7) |
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 (8) | 11/20/2021 | | M (1) | | | 2418 | (9) | (10) | Class A Common Stock | 2418.0 | $0 | 12088 | D | |
Explanation of Responses: |
(1) | Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person. |
(2) | The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 31, 2021, during an open trading window. |
(3) | The Reporting Person is the settlor and investment trustee of the Gherardesca Annuity Trust. As investment trustee, the Reporting Person has sole voting and investment power over the shares held by the Gherardesca Annuity Trust. |
(4) | These reported securities are held by Andreessen Horowitz LSV Fund I, L.P., for itself and as nominee for 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. Marc Andreessen 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. |
(5) | The Reporting Person is a member of the general partners of the AH LSV Fund I Entities, but the Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the shares 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 shares, except to the extent of the Reporting Person's pecuniary interest therein, if any, by virtue of the Reporting Person's interest in the AH LSV Fund I Entities, and/or the general partner entities thereof, as applicable. |
(6) | These reported securities are held by Gherardesca LLC, of which 6,223 shares are unvested and subject to repurchase by the Issuer. The Reporting Person is one of two investment managers of of Gherardesca LLC. As an investment manager, the Reporting Person has shared voting and investment power over the shares held by Gherardesca LLC. |
(7) | These reported securities are held by EZT Trust. The Reporting Person is the settlor of EZT Trust, which is a family trust whose trustee is a member of the Reporting Person's non-immediate family. The Reporting Person disclaims beneficial ownership of the securities held by the EZT Trust except to the extent of the Reporting Person's pecuniary interest therein, if any. |
(8) | Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. |
(9) | The RSUs vest with respect to 12.5% of the total award on May 20, 2021, and an additional 12.5% of the award vests in equal quarterly installments thereafter until the award is fully vested on February 20, 2023, subject to the Reporting Person's continued service to the Issuer on each vesting date. |
(10) | 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 |
Haun Kathryn C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 | X |
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Signatures
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/s/ Jolie Yang, Attorney-in-Fact for Kathryn Haun | | 11/23/2021 |
**Signature of Reporting Person | Date |
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