Coinbase Global, Inc. — Director's Dealing 2021

Apr 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Andreessen Marc L (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-01	Class A Common Stock	C	27630	$0.00	Acquired	27630	Indirect
2021-04-01	Class A Common Stock	C	5407949	$0.00	Acquired	5435579	Indirect
2021-04-01	Class A Common Stock	C	107370	$0.00	Acquired	107370	Indirect
2021-04-01	Class A Common Stock	C	454334	$0.00	Acquired	454334	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-01	Class B Common Stock	$	C	257688	Acquired		Class A Common Stock (257688)	Indirect
2021-04-01	Class B Common Stock	$	C	21714684	Acquired		Class A Common Stock (21714684)	Indirect
2021-04-01	Class B Common Stock	$	C	1817334	Acquired		Class A Common Stock (1817334)	Indirect
2021-04-01	Class B Common Stock	$	C	107370	Disposed		Class A Common Stock (107370)	Indirect
2021-04-01	Class B Common Stock	$	C	454334	Disposed		Class A Common Stock (454334)	Indirect
2021-04-01	Class B Common Stock	$	C	5407949	Disposed		Class A Common Stock (5407949)	Indirect
2021-04-01	Series A Preferred Stock	$	C	257688	Disposed		Class B Common Stock (257688)	Indirect
2021-04-01	Series B Preferred Stock	$	C	19182924	Disposed		Class B Common Stock (19182924)	Indirect
2021-04-01	Series C Preferred Stock	$	C	2531760	Disposed		Class B Common Stock (2531760)	Indirect
2021-04-01	Series D Preferred Stock	$	C	1817334	Disposed		Class B Common Stock (1817334)	Indirect
2021-04-01	Series E Preferred Stock	$	C	27630	Disposed		Class A Common Stock (27630)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	4618842	Indirect
Class A Common Stock	869565	Indirect

Footnotes

F1: Represents the conversion of 27,630 shares of Series E Preferred Stock held of record by Andreessen Horowitz Fund III, L.P. into Class A Common Stock.

F2: The Series E Preferred Stock is convertible into Class A 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 E Preferred Stock automatically converted into shares of Class A Common Stock of the Issuer.

F3: These securities are held by Andreessen Horowitz Fund III, L.P., for itself and as nominee for Andreessen Horowitz Fund III-A, L.P., Andreessen Horowitz Fund III-B, L.P., and Andreessen Horowitz Fund III-Q, L.P. (collectively, the "AH Fund III Entities"). AH Equity Partners III, L.L.C. ("AH EP III"), the general partner of the AH Fund III Entities, has sole voting and dispositive power with regard to the securities held by the AH Fund III Entities. The Reporting Person and Ben Horowitz are the managing members of AH EP III and share voting and dispositive power with respect to the shares held by the AH Fund III Entities. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Fund III Entities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any.

F4: Represents the conversion of 5,407,949 shares of Class B Common Stock held of record by Andreessen Horowitz Fund III, L.P. into Class A Common Stock.

F5: 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.

F6: Represents the conversion of 107,370 shares of Class B Common Stock held of record by a16z Seed-III, LLC into Class A Common Stock.

F7: These securities are held of record by a16z Seed-III, LLC ("a16z Seed"). The securities held directly by a16z Seed are indirectly held by AH Fund III Entities, the members of a16z Seed. AH EP III, the general partner of the AH Fund III Entities, has sole voting and dispositive power with regard to the shares held by a16z Seed. The Reporting Person and Ben Horowitz are the managing members of AH EP III and share voting and dispositive power with respect to the shares held by a16z Seed. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by a16z Seed and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any.

F8: Represents the conversion of 454,334 shares of Class B Common Stock held of record by AH Parallel Fund III, L.P. into Class A Common Stock.

F9: These securities are held by AH Parallel Fund III, L.P., for itself and as nominee for AH Parallel Fund III-A, L.P., AH Parallel Fund III-B, L.P., and
AH Parallel Fund III-Q, L.P. (collectively, the "AH Parallel Fund III Entities"). AH Equity Partners III (Parallel), L.L.C. ("AH EP III Parallel"), the general partner of the AH Parallel Fund III Entities, has sole voting and dispositive power with regard to the shares held by the AH Parallel Fund
III Entities. The Reporting Person and Ben Horowitz are the managing members of AH EP III Parallel and share voting and dispositive power with respect to the shares held by the AH Parallel Fund III Entities. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Parallel Fund III Entities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any.

F10: These securities are held by Andreessen Horowitz LSV Fund I, L.P., for itself and as nominee for Andreessen Horowitz LSV Fund I-B, L.P. and Andreessen Horowitz LSV Fund I-Q, L.P. (collectively, the "AH LSV Fund I Entities"). AH Equity Partners LSV I, L.L.C. ("AH EP LSV I"), the general partner of the AH LSV Fund I Entities, has sole voting and dispositive power with regard to the shares held by the AH LSV Fund I Entities. The Reporting Person and Ben Horowitz are the managing members of AH EP LSV I and share voting and dispositive power with respect to the shares held by the AH LSV Fund I Entities. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund I Entities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any.

F11: These securities are held by CNK Fund I, L.P., for itself and as nominee for CNK Fund I-B, L.P. and CNK Fund I-Q, L.P. (collectively, the "CNK Fund I Entities"). CNK Equity Partners I, L.L.C. ("CNK EP I"), the general partner of the CNK Fund I Entities, has sole voting and dispositive power with regard to the shares held by the CNK Fund I Entities. The Reporting Person, Christopher Dixon and Ben Horowitz are the managing members of CNK EP I and share voting and dispositive power with respect to the shares held by the CNK Fund I Entities. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the CNK Fund I Entities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any.

F12: The Series A, Series B, Series C and Series D Preferred Stock are each convertible into Class B Common Stock on a 1:1 basis and have no expiration date. Upon the effectiveness of the Issuer's Registration Statement on Form S-1, all shares of Series A, Series B, Series C and Series D Preferred Stock automatically converted into shares of Class B Common Stock of the Issuer.