Coinbase Global Inc.

11/20/2024 | Press release | Distributed by Public on 11/20/2024 15:22

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 S(1) 31,569 D $327.4753(2) 27,226 I By The Brian Armstrong Living Trust
Class A Common Stock 11/18/2024 S(1) 20,890 D $328.4668(3) 6,336 I By The Brian Armstrong Living Trust
Class A Common Stock 11/18/2024 S(1) 5,810 D $329.2042(4) 526 I By The Brian Armstrong Living Trust
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

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) 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.
(2) Represents the weighted average sale price. The lowest price at which shares were sold was $327.03 and the highest price at which shares were sold was $328.02. 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 (2) through (4) to this Form 4.
(3) Represents the weighted average sale price. The lowest price at which shares were sold was $328.03 and the highest price at which shares were sold was $329.02.
(4) Represents the weighted average sale price. The lowest price at which shares were sold was $329.04 and the highest price at which shares were sold was $329.49.

Remarks:
This Form 4 is the second 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.