Statement of Changes in Beneficial Ownership (4)
November 23 2021 - 6:40PM
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
*
Jones Jennifer N. |
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 Accounting 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) | | 1259 | A | $0 | 20268 | D | |
Class A Common Stock | 11/20/2021 | | M(1) | | 783 | A | $0 | 21051 | D | |
Class A Common Stock | 11/20/2021 | | M(1) | | 1045 | A | $0 | 22096 | D | |
Class A Common Stock | 11/20/2021 | | F(2) | | 1533 | D | $332.55 | 20563 | D | |
Class A Common Stock | 11/22/2021 | | S(3) | | 1028 | D | $333.52 | 19535 | 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 (4) | 11/20/2021 | | M (1) | | | 1259 | (5) | (6) | Class A Common Stock | 1259.0 | $0 | 5036 | D | |
Restricted Stock Units | $0.0 (4) | 11/20/2021 | | M (1) | | | 783 | (5) | (6) | Class A Common | 783.0 | $0 | 3134 | D | |
Restricted Stock Units | $0.0 (4) | 11/20/2021 | | M (1) | | | 1045 | (7) | (6) | Class A Common | 1045.0 | $0 | 0 | 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) | Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. |
(5) | The RSUs vest with respect to 25% of the total award on May 20, 2021, and an additional 12.5% of the award vests each quarter thereafter until the award is fully vested on November 20, 2022, subject to the Reporting Person's continued service to the Issuer on each vesting date. |
(6) | RSUs do not expire; they either vest or are canceled prior to vesting date. |
(7) | The RSUs vest with respect to 50% of the total award on August 20, 2021, and an additional 50% of the award vests on November 20, 2021, subject to the Reporting Person's continued service to the Issuer on each vesting date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Jones Jennifer N. C/O COINBASE GLOBAL, INC. NOT APPLICABLE, DE |
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| Chief Accounting Officer |
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Signatures
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/s/ Jennifer N. Jones, by Jolie Yang, Attorney-in-Fact | | 11/23/2021 |
**Signature of Reporting Person | Date |
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