Coinbase Global, Inc. — Director's Dealing 2021

Apr 16, 2021

SEC Form 3/A — Form 3/A

Issuer: Coinbase Global, Inc. (COIN)
CIK: 0001679788
Period of Report: 2021-04-01

Reporting Person: Armstrong Brian (Director, Chairman and CEO, 10% Owner)
Reporting Person: Brian Armstrong Living Trust (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$18.71	2029-10-30	Class A Common Stock (2753924)		Direct
Employee Stock Option (right to buy)	$23.46	2030-08-10	Class A Common Stock (9293911)		Direct
Class B Common Stock	$		Class A Common Stock (20220357)		Indirect
Class B Common Stock	$		Class A Common Stock (2215422)		Indirect
Class B Common Stock	$		Class A Common Stock (7726792)		Indirect
Class B Common Stock	$		Class A Common Stock (950490)		Indirect
Series FF Preferred Stock	$		Class B Common Stock (5738772)		Indirect

Footnotes

F1: The option vests as to 1/48 of the total shares monthly over four years, with the first 1/48 vesting on July 3, 2019 and 100% of the total shares vested and exercisable on June 3, 2023, subject to the Reporting Person's continued service to the Issuer on each vesting date. The option contains an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase.

F2: The option is subject to milestone vesting as follows: (a) 34% of the total shares underlying the option vest upon the Company Stock Price (as defined below) reaching $200 per share and (b) 13.2% of the total shares underlying the option vest for each $40 increase in the Company Stock Price thereafter up to a maximum of $400, subject to certain adjustments and, in each case, subject to continued service as the Issuer's Chief Executive Officer. For purposes of this stock option, "Company Stock Price" shall mean the volume weighted average price of our Class A common stock as reported on The Nasdaq Global Select Market for 60 consecutive trading days at any time during the term of the option.

F3: 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.

F4: 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.

F5: The Series FF Preferred Stock is convertible into Class B Common Stock on a 1:1 basis and has no expiration date. Upon the effectiveness of the Issuer's Registration Statement on Form S-1, all shares of Series FF Preferred Stock will be converted into shares of Class B Common Stock of the Issuer.