Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). 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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)

1. Name and Address of Reporting Person * Armstrong Brian 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 __X__ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) C/O COINBASE GLOBAL, INC., ONE MADISON AVENUE, SUITE 2400 3. Date of Earliest Transaction (Month/Day/Year) 11/18/2024 (Street) NEW YORK, NY 10010 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 11/18/2024 C(1)(2) 1,025,000 A $ 0 (3) 1,025,526 I By The Brian Armstrong Living Trust Class A Common Stock 11/18/2024 S(2) 17,174 D $289.1343(4) 1,008,352 I By The Brian Armstrong Living Trust Class A Common Stock 11/18/2024 S(2) 26,366 D $290.1068(5) 981,986 I By The Brian Armstrong Living Trust Class A Common Stock 11/18/2024 S(2) 42,574 D $291.0682(6) 939,412 I By The Brian Armstrong Living Trust Class A Common Stock 11/18/2024 S(2) 72,605 D $291.9995(7) 866,807 I By The Brian Armstrong Living Trust Class A Common Stock 11/18/2024 S(2) 48,946 D $293.0319(8) 817,861 I By The Brian Armstrong Living Trust Class A Common Stock 11/18/2024 S(2) 40,983 D $294.0117(9) 776,878 I By The Brian Armstrong Living Trust Class A Common Stock 11/18/2024 S(2) 32,080 D $294.9322(10) 744,798 I By The Brian Armstrong Living Trust Class A Common Stock 11/18/2024 S(2) 25,264 D $296.0631(11) 719,534 I By The Brian Armstrong Living Trust Class A Common Stock 11/18/2024 S(2) 81,685 D $297.0782(12) 637,849 I By The Brian Armstrong Living Trust Class A Common Stock 11/18/2024 S(2) 85,923 D $298.0194(13) 551,926 I By The Brian Armstrong Living Trust Class A Common Stock 11/18/2024 S(2) 102,404 D $298.9565(14) 449,522 I By The Brian Armstrong Living Trust Class A Common Stock 11/18/2024 S(2) 38,014 D $300.0549(15) 411,508 I By The Brian Armstrong Living Trust Class A Common Stock 11/18/2024 S(2) 14,711 D $300.8513(16) 396,797 I By The Brian Armstrong Living Trust Class A Common Stock 11/18/2024 S(2) 9,108 D $302.1119(17) 387,689 I By The Brian Armstrong Living Trust Class A Common Stock 11/18/2024 S(2) 7,491 D $302.8341(18) 380,198 I By The Brian Armstrong Living Trust Class A Common Stock 11/18/2024 S(2) 5,253 D $304.1701(19) 374,945 I By The Brian Armstrong Living Trust Class A Common Stock 11/18/2024 S(2) 6,976 D $304.9524(20) 367,969 I By The Brian Armstrong Living Trust Class A Common Stock 11/18/2024 S(2) 6,832 D $306.1958(21) 361,137 I By The Brian Armstrong Living Trust Class A Common Stock 11/18/2024 S(2) 9,195 D $307.0757(22) 351,942 I By The Brian Armstrong Living Trust Class A Common Stock 11/18/2024 S(2) 1,416 D $307.8992(23) 350,526 I By The Brian Armstrong Living Trust Class A Common Stock 11/18/2024 S(2) 58,645 D $318.5521(24) 291,881 I By The Brian Armstrong Living Trust Class A Common Stock 11/18/2024 S(2) 51,112 D $319.3604(25) 240,769 I By The Brian Armstrong Living Trust Class A Common Stock 11/18/2024 S(2) 27,522 D $320.5545(26) 213,247 I By The Brian Armstrong Living Trust Class A Common Stock 11/18/2024 S(2) 23,842 D $321.5108(27) 189,405 I By The Brian Armstrong Living Trust Class A Common Stock 11/18/2024 S(2) 14,400 D $322.7286(28) 175,005 I By The Brian Armstrong Living Trust Class A Common Stock 11/18/2024 S(2) 16,300 D $323.4574(29) 158,705 I By The Brian Armstrong Living Trust Class A Common Stock 11/18/2024 S(2) 25,256 D $324.6289(30) 133,449 I By The Brian Armstrong Living Trust Class A Common Stock 11/18/2024 S(2) 42,082 D $325.5472(31) 91,367 I By The Brian Armstrong Living Trust Class A Common Stock 11/18/2024 S(2) 32,572 D $326.584(32) 58,795 I By The Brian Armstrong Living Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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.	SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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 (Month/Day/Year)

7. Title and Amount of Underlying Securities (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

Class B Common Stock

(3)

11/18/2024

C(1)(2)

1,025,000

(3)

(3)

Class A Common Stock

1,025,000

$ 0

24,306,225

I

By The Brian Armstrong Living Trust

Class B Common Stock

(3)

(3)

(3)

Class A Common Stock

3,008,393

3,008,393

I

The Ehrsam 2014 Irrevocable Trust(33)

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
Armstrong Brian C/O COINBASE GLOBAL, INC. ONE MADISON AVENUE, SUITE 2400 NEW YORK, NY 10010	X	X	Chairman and CEO
Brian Armstrong Living Trust C/O COINBASE GLOBAL, INC. ONE MADISON AVENUE, SUITE 2400 NEW YORK, NY 10010		X

Signatures

/s/ Brian Armstrong, by Lailey Rezai, Attorney-in-Fact	11/20/2024
**Signature of Reporting Person	Date
/s/ The Brian Armstrong Living Trust, by Lailey Rezai, Attorney-in-Fact	11/20/2024
**Signature of Reporting Person	Date

Explanation of Responses:

*	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).
(1)	Represents the conversion of Class B Common Stock held of record by The Brian Armstrong Living Trust into Class A Common Stock.
(2)	The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 15, 2024, during an open trading window.
(3)	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.
(4)	Represents the weighted average sale price. The lowest price at which shares were sold was $288.51 and the highest price at which shares were sold was $289.50. 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) through (32) to this Form 4.
(5)	Represents the weighted average sale price. The lowest price at which shares were sold was $289.51 and the highest price at which shares were sold was $290.50.
(6)	Represents the weighted average sale price. The lowest price at which shares were sold was $290.51 and the highest price at which shares were sold was $291.50.
(7)	Represents the weighted average sale price. The lowest price at which shares were sold was $291.51 and the highest price at which shares were sold was $292.50.
(8)	Represents the weighted average sale price. The lowest price at which shares were sold was $292.51 and the highest price at which shares were sold was $293.50.
(9)	Represents the weighted average sale price. The lowest price at which shares were sold was $293.51 and the highest price at which shares were sold was $294.50.
(10)	Represents the weighted average sale price. The lowest price at which shares were sold was $294.51 and the highest price at which shares were sold was $295.50.
(11)	Represents the weighted average sale price. The lowest price at which shares were sold was $295.52 and the highest price at which shares were sold was $296.51.
(12)	Represents the weighted average sale price. The lowest price at which shares were sold was $296.52 and the highest price at which shares were sold was $297.51.
(13)	Represents the weighted average sale price. The lowest price at which shares were sold was $297.52 and the highest price at which shares were sold was $298.515.
(14)	Represents the weighted average sale price. The lowest price at which shares were sold was $298.52 and the highest price at which shares were sold was $299.515.
(15)	Represents the weighted average sale price. The lowest price at which shares were sold was $299.52 and the highest price at which shares were sold was $300.51.
(16)	Represents the weighted average sale price. The lowest price at which shares were sold was $300.52 and the highest price at which shares were sold was $301.44.
(17)	Represents the weighted average sale price. The lowest price at which shares were sold was $301.52 and the highest price at which shares were sold was $302.50.
(18)	Represents the weighted average sale price. The lowest price at which shares were sold was $302.52 and the highest price at which shares were sold was $303.46.
(19)	Represents the weighted average sale price. The lowest price at which shares were sold was $303.61 and the highest price at which shares were sold was $304.55.
(20)	Represents the weighted average sale price. The lowest price at which shares were sold was $304.63 and the highest price at which shares were sold was $305.35.
(21)	Represents the weighted average sale price. The lowest price at which shares were sold was $305.65 and the highest price at which shares were sold was $306.62.
(22)	Represents the weighted average sale price. The lowest price at which shares were sold was $306.66 and the highest price at which shares were sold was $307.58.
(23)	Represents the weighted average sale price. The lowest price at which shares were sold was $307.69 and the highest price at which shares were sold was $308.21.
(24)	Represents the weighted average sale price. The lowest price at which shares were sold was $318.00 and the highest price at which shares were sold was $318.995.
(25)	Represents the weighted average sale price. The lowest price at which shares were sold was $319.00 and the highest price at which shares were sold was $319.99.
(26)	Represents the weighted average sale price. The lowest price at which shares were sold was $320.00 and the highest price at which shares were sold was $320.99.
(27)	Represents the weighted average sale price. The lowest price at which shares were sold was $321.00 and the highest price at which shares were sold was $321.99.
(28)	Represents the weighted average sale price. The lowest price at which shares were sold was $322.03 and the highest price at which shares were sold was $323.025.
(29)	Represents the weighted average sale price. The lowest price at which shares were sold was $323.03 and the highest price at which shares were sold was $324.02.
(30)	Represents the weighted average sale price. The lowest price at which shares were sold was $324.03 and the highest price at which shares were sold was $325.02.
(31)	Represents the weighted average sale price. The lowest price at which shares were sold was $325.03 and the highest price at which shares were sold was $326.025.
(32)	Represents the weighted average sale price. The lowest price at which shares were sold was $326.03 and the highest price at which shares were sold was $327.02.
(33)	These shares are held by The Ehrsam 2014 Irrevocable Trust, of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any.
Remarks: This Form 4 is the first of two Forms 4 filed relating to transactions occurring on November 18, 2024. This Form 4 has been split into two filings because there are more than 30 transactions reported in Table I in total, and the SEC's EDGAR filing system limits transactions reported in Table I or Table II to 30.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

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