Ownership Submission
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Armstrong Brian
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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)
__X__ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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Chairman and CEO /
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(Last)
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(First)
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(Middle)
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C/O COINBASE GLOBAL, INC.
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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NOT APPLICABLE
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DE
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00000
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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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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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Armstrong Brian
C/O COINBASE GLOBAL, INC.
NOT APPLICABLE, DE00000
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X
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X
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Chairman and CEO
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Brian Armstrong Living Trust
C/O COINBASE GLOBAL, INC.
NOT APPLICABLE, DE00000
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X
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Signatures
/s/ Brian Armstrong, by Doug Sharp, Attorney-in-Fact
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2024-08-16
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**Signature of Reporting Person
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Date
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/s/ The Brian Armstrong Living Trust, by Doug Sharp, Attorney-in-Fact
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2024-08-16
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**Signature of Reporting Person
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Date
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Explanation of Responses:
(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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Represents the conversion of Class B Common Stock held of record by The Brian Armstrong Living Trust into Class A Common Stock.
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(2)
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The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 16, 2023, during an open trading window.
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(3)
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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.
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(4)
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Represents the weighted average sale price. The lowest price at which shares were sold was $192.76 and the highest price at which shares were sold was $193.75. 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 (8) to this Form 4.
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(5)
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Represents the weighted average sale price. The lowest price at which shares were sold was $193.77 and the highest price at which shares were sold was $194.76.
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(6)
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Represents the weighted average sale price. The lowest price at which shares were sold was $194.78 and the highest price at which shares were sold was $195.74.
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(7)
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Represents the weighted average sale price. The lowest price at which shares were sold was $195.79 and the highest price at which shares were sold was $196.75.
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(8)
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Represents the weighted average sale price. The lowest price at which shares were sold was $196.80 and the highest price at which shares were sold was $197.82.
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(9)
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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.
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