SEC Form SC 13G/A filed by Coinbase Global Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Coinbase Global, Inc.
(Name of Issuer)

Class A Common Stock, par value $0.00001 per share
(Title of Class of Securities)

19260Q107
(CUSIP Number)

December 31, 2023
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

Item 1.

Coinbase Global, Inc. (the "Issuer")

The Issuer's principal executive offices are located at 901 Gateway Boulevard, South San Francisco, CA 94080.

Item 2.

This statement is being filed jointly pursuant to §240.13d-1(k)(1) on behalf of Brian Armstrong and The Brian Armstrong Living Trust (together, the "Reporting Persons").

The principal business address for each of the Reporting Persons is 100 Pine Street, Suite 1250, San Francisco, California 94111.

See responses to Item 4 on each cover page.

Class A Common Stock, $0.00001 par value per share ("Class A Common Stock")

19260Q107

Not applicable

Each Reporting Person may be deemed to be the beneficial owner of the shares of Class A Common Stock listed on such Reporting Person's cover page.

As of December 31, 2023, Mr. Armstrong's beneficial ownership consists of: (i) 5,913,854 stock options held directly by Mr. Armstrong that are vested or will vest within 60 days of December 31, 2023, (ii) 26,563,875 shares of Class B common stock, par value $0.00001 per share ("Class B Common Stock") held directly by The Brian Armstrong Living Trust, of which Mr. Armstrong is the trustee and (iii) 3,008,393 shares of Class B Common Stock held directly by The Ehrsam 2014 Irrevocable Trust, of which Mr. Armstrong is the trustee. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

Each Reporting Person may be deemed to be the beneficial owner of the percentage of the shares of Class A Common Stock listed on the Reporting Person's cover page. Calculations of the percentage of shares beneficially owned assume 192,049,284 shares of Class A Common Stock outstanding as of October 26, 2023, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023, and takes into account the shares of Class A Common Stock issuable upon the conversion of the Class B Common Stock and/or exercise of options beneficially owned by the Reporting Persons, as applicable.

(i)           Sole power to vote or to direct the vote:

See response to Item 5 on the cover page

(ii)          Shared power to vote or to direct the vote:

See response to Item 6 on the cover page.

(iii)         Sole power to dispose or to direct the disposition of:

See response to Item 7 on the cover page.

(iv)          Shared power to dispose or to direct the disposition of:

See response to Item 8 on each cover page.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2024