SEC FORM 3/A

SEC FORM 3/A SEC Form 3

FORM 3

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

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Armstrong Brian

(Last)

(First)

(Middle)

C/O COINBASE GLOBAL, INC.

(Street)

NOT APPLICABLE

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2021

3. Issuer Name and Ticker or Trading Symbol
Coinbase Global, Inc. [ COIN ]

4. 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

5. If Amendment, Date of Original Filed (Month/Day/Year)
04/01/2021

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽¹⁾	10/30/2029	Class A Common Stock	2,753,924	18.71	D
Employee Stock Option (right to buy)	⁽²⁾	08/10/2030	Class A Common Stock	9,293,911	23.46	D
Class B Common Stock	⁽³⁾	⁽³⁾	Class A Common Stock	20,220,357	⁽³⁾	I	By The Brian Armstrong Living Trust
Class B Common Stock	⁽³⁾	⁽³⁾	Class A Common Stock	2,215,422	⁽³⁾	I	By The Brian Armstrong 2018 Grantor Retained Annuity Trust
Class B Common Stock	⁽³⁾	⁽³⁾	Class A Common Stock	7,726,792	⁽³⁾	I	By The Brian Armstrong 2020 Grantor Retained Annuity Trust
Class B Common Stock	⁽³⁾	⁽³⁾	Class A Common Stock	950,490	⁽³⁾	I	The Ehrsam 2014 Irrevocable Trust⁽⁴⁾
Series FF Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	5,738,772	⁽⁵⁾	I	By The Brian Armstrong Living Trust

1. Name and Address of Reporting Person^*

Armstrong Brian

(Last)

(First)

(Middle)

C/O COINBASE GLOBAL, INC.

(Street)

NOT APPLICABLE

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Brian Armstrong Living Trust

(Last)

(First)

(Middle)

C/O COINBASE GLOBAL, INC.

(Street)

NOT APPLICABLE

(City)

(State)

(Zip)

Explanation of Responses:

1. 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.

2. 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.

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. 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.

5. 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.

Remarks:

This amendment to Form 3 filed on April 1, 2021 is filed to include The Brian Armstrong Living Trust as a joint filer.

	/s/ Brian Armstrong, by Doug Sharp, Attorney-in-Fact	04/16/2021
	/s/ The Brian Armstrong Living Trust, by Doug Sharp, Attorney-in-Fact	04/16/2021
	** 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 5 (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.
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SEC Form 3 filed by Armstrong Brian (Amendment)