Brian Armstrong Form 4 Coinbase Global / Brian Armstrong ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

1. Name and Address of Reporting Person^*

Armstrong Brian

(Last)

(First)

(Middle)

C/O COINBASE GLOBAL, INC.

ONE MADISON AVENUE, SUITE 2400

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/25/2024

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/25/2024		C⁽¹⁾⁽²⁾		25,000	A	$0⁽³⁾	25,526	I	By The Brian Armstrong Living Trust
Class A Common Stock	11/25/2024		S⁽²⁾		4,642	D	$305.3289⁽⁴⁾	20,884	I	By The Brian Armstrong Living Trust
Class A Common Stock	11/25/2024		S⁽²⁾		1,328	D	$305.9746⁽⁵⁾	19,556	I	By The Brian Armstrong Living Trust
Class A Common Stock	11/25/2024		S⁽²⁾		3,948	D	$306.7369⁽⁶⁾	15,608	I	By The Brian Armstrong Living Trust
Class A Common Stock	11/25/2024		S⁽²⁾		6,376	D	$307.6569⁽⁷⁾	9,232	I	By The Brian Armstrong Living Trust
Class A Common Stock	11/25/2024		S⁽²⁾		7,986	D	$308.5⁽⁸⁾	1,246	I	By The Brian Armstrong Living Trust
Class A Common Stock	11/25/2024		S⁽²⁾		720	D	$309.1808⁽⁹⁾	526	I	By The Brian Armstrong Living Trust
Class A Common Stock	11/26/2024		C⁽¹⁰⁾		50,000	A	$0⁽³⁾	50,000	I	By The Ehrsam 2014 Irrevocable Trust⁽¹¹⁾
Class A Common Stock	11/26/2024		G		50,000	D	$0	0	I	By The Ehrsam 2014 Irrevocable Trust⁽¹¹⁾

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽³⁾	11/25/2024		C⁽¹⁾⁽²⁾			25,000	⁽³⁾	⁽³⁾	Class A Common Stock	25,000	$0	24,281,225	I	By The Brian Armstrong Living Trust
Class B Common Stock	⁽³⁾	11/26/2024		C⁽¹⁰⁾			50,000	⁽³⁾	⁽³⁾	Class A Common Stock	50,000	$0	2,958,393	I	The Ehrsam 2014 Irrevocable Trust⁽¹¹⁾

1. Name and Address of Reporting Person^*

Armstrong Brian

(Last)

(First)

(Middle)

C/O COINBASE GLOBAL, INC.

ONE MADISON AVENUE, SUITE 2400

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Brian Armstrong Living Trust

(Last)

(First)

(Middle)

C/O COINBASE GLOBAL, INC.

ONE MADISON AVENUE, SUITE 2400

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

Explanation of Responses:

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 line 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 $304.80 and the highest price at which shares were sold was $305.785. 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 (9) to this Form 4.

5. Represents the weighted average sale price. The lowest price at which shares were sold was $305.80 and the highest price at which shares were sold was $306.07.

6. Represents the weighted average sale price. The lowest price at which shares were sold was $306.09 and the highest price at which shares were sold was $307.06.

7. Represents the weighted average sale price. The lowest price at which shares were sold was $307.10 and the highest price at which shares were sold was $308.09.

8. Represents the weighted average sale price. The lowest price at which shares were sold was $308.10 and the highest price at which shares were sold was $309.0975.

9. Represents the weighted average sale price. The lowest price at which shares were sold was $309.10 and the highest price at which shares were sold was $309.425.

10. Represents the conversion of Class B Common Stock held of record by The Ehrsam 2014 Irrevocable Trust into Class A Common Stock.

11. 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:

	/s/ Brian Armstrong, by Lailey Rezai, Attorney-in-Fact	11/27/2024
	/s/ The Brian Armstrong Living Trust, by Lailey Rezai, Attorney-in-Fact	11/27/2024
	** 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 Number.

Brian Armstrong Form 4Coinbase Global / Brian Armstrong ownership change