Statement of Changes in Beneficial Ownership (4)
May 23 2023 - 4:20PM
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
|
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
*
Choi Emilie |
2. Issuer Name and Ticker or Trading Symbol
Coinbase Global, Inc.
[
COIN
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President |
(Last)
(First)
(Middle)
C/O COINBASE GLOBAL, INC. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/20/2023 |
(Street)
NOT APPLICABLE, DE |
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
|
(City)
(State)
(Zip)
|
Rule 10b5-1(c) Transaction Indication
☐
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
|
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 | 5/20/2023 | | M(1) | | 23025 | A | $0 | 179422 (2) | D | |
Class A Common Stock | 5/20/2023 | | M(1) | | 4285 | A | $0 | 183707 | D | |
Class A Common Stock | 5/20/2023 | | M(1) | | 11166 | A | $0 | 194873 | D | |
Class A Common Stock | 5/20/2023 | | F(3) | | 19078 | D | $56.78 | 175795 | D | |
Class A Common Stock | | | | | | | | 49643 | I | By Starvurst Exempt Trust (4) |
Class A Common Stock | | | | | | | | 21726 | I | By Sixers LLC (5) |
Class A Common Stock | | | | | | | | 23199 (6) | I | By Starvurst Non-Exempt Trust (7) |
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 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) | 5/20/2023 | | M (1) | | | 23025 | (9) | (10) | Class A Common Stock | 23025.0 | $0 | 46050 | D | |
Restricted Stock Units | $0.0 (8) | 5/20/2023 | | M (1) | | | 4285 | (11) | (10) | Class A Common Stock | 4285.0 | $0 | 25715 | D | |
Restricted Stock Units | $0.0 (8) | 5/20/2023 | | M (1) | | | 11166 | (12) | (10) | Class A Common Stock | 11166.0 | $0 | 111662 | D | |
Explanation of Responses: |
(1) | Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person. |
(2) | Includes (i) 96 shares acquired on May 14, 2023, pursuant to the Issuer's 2021 Employee Stock Purchase Plan; and (ii) the transfer on April 3, 2023, of 27,847 shares of Class A Common Stock from the Starvurst Annuity Trust to the Reporting Person. The transfer reflected on this Form was entered into in connection with the Reporting Person's long-term estate planning. |
(3) | 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. |
(4) | These shares are held by the Starvurst Exempt Trust, of which the Reporting Person's spouse is a co-trustee. The Reporting Person disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein, if any. |
(5) | These shares are held by Sixers LLC, of which the Coinbase Annuity Trust is the sole member. The Reporting Person's spouse is the trustee of the Coinbase Annuity Trust. The Reporting Person disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein, if any. |
(6) | Reflects the transfer on April 3, 2023, of 23,199 shares of Class A Common Stock from the Starvurst Annuity Trust to the Starvurst Non-Exempt Trust. The transfer reflected on this Form was entered into in connection with the Reporting Person's long-term estate planning. |
(7) | These shares are held by the Starvurst Non-Exempt Trust, of which the Reporting Person's spouse is a co-trustee. The Reporting Person disclaims beneficial ownership of these shares except to the extent of her 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 in equal quarterly installments over three years, with the first 1/12 vesting on February 20, 2021, until the award is fully vested on November 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. |
(11) | The RSUs vest in equal quarterly installments over three years, with the first 1/12 vesting on February 20, 2022, until the award is fully vested on November 20, 2024, subject to the Reporting Person's continued service to the Issuer on each vesting date. |
(12) | The RSUs vest in equal quarterly installments over three years, with the first 1/12 vesting on February 20, 2023, until the award is fully vested on November 20, 2025, subject to the Reporting Person's continued service to the Issuer on each vesting date. |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Choi Emilie C/O COINBASE GLOBAL, INC. NOT APPLICABLE, DE |
|
| President |
|
Signatures
|
/s/ Emilie Choi, by Steven Madrid, Attorney-in-Fact | | 5/23/2023 |
**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. |
Coinbase Global (NASDAQ:COIN)
Historical Stock Chart
From Jun 2024 to Jul 2024
Coinbase Global (NASDAQ:COIN)
Historical Stock Chart
From Jul 2023 to Jul 2024