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
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Brock Lawrence J
(Last) (First) (Middle)
C/O COINBASE GLOBAL, INC.
(Street)
NOT APPLICABLE DE 00000
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief People Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/20/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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)
Code V Amount (A) or (D) Price
Class A Common Stock 05/20/2024 M(1) 24,176 A $0 37,803(2) D
Class A Common Stock 05/20/2024 M(1) 1,286 A $0 39,089 D
Class A Common Stock 05/20/2024 M(1) 3,350 A $0 42,439 D
Class A Common Stock 05/20/2024 M(1) 4,401 A $0 46,840 D
Class A Common Stock 05/20/2024 S(3) 300 D $204.6433(4) 46,540 D
Class A Common Stock 05/20/2024 S(3) 500 D $206.041(5) 46,040 D
Class A Common Stock 05/20/2024 S(3) 2,580 D $207.3106(6) 43,460 D
Class A Common Stock 05/20/2024 S(3) 1,552 D $208.2666(7) 41,908 D
Class A Common Stock 05/20/2024 S(3) 700 D $209.1984(8) 41,208 D
Class A Common Stock 05/20/2024 S(3) 300 D $210.2767(9) 40,908 D
Class A Common Stock 05/20/2024 S(3) 300 D $211.37(10) 40,608 D
Class A Common Stock 05/20/2024 S(3) 300 D $212.9967(11) 40,308 D
Class A Common Stock 05/20/2024 S(3) 1,900 D $214.1905(12) 38,408 D
Class A Common Stock 05/20/2024 S(3) 1,700 D $215.1948(13) 36,708 D
Class A Common Stock 05/20/2024 S(3) 1,300 D $216.0769(14) 35,408 D
Class A Common Stock 05/20/2024 S(3) 200 D $217.06(15) 35,208 D
Class A Common Stock 05/20/2024 S(3) 900 D $218.4711(16) 34,308 D
Class A Common Stock 05/20/2024 S(3) 518 D $219.2478(17) 33,790 D
Class A Common Stock 05/20/2024 S(3) 1,175 D $221.432 32,615 D
Class A Common Stock 05/20/2024 S(3) 19 D $224.4 32,596 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units $0(18) 05/20/2024 M(1) 24,176 (19) (20) Class A Common Stock 24,176 $0 48,353 D
Restricted Stock Units $0(18) 05/20/2024 M(1) 1,286 (21) (20) Class A Common Stock 1,286 $0 2,571 D
Restricted Stock Units $0(18) 05/20/2024 M(1) 3,350 (22) (20) Class A Common Stock 3,350 $0 20,099 D
Restricted Stock Units $0(18) 05/20/2024 M(1) 4,401 (23) (20) Class A Common Stock 4,401 $0 44,017 D
Explanation of Responses:
1. Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person.
2. Includes 71 shares acquired on May 14, 2024, pursuant to the Issuer's 2021 Employee Stock Purchase Plan.
3. All of the shares reported as disposed of in this Form 4 were sold to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs.
4. Represents the weighted average sale price. The lowest price at which shares were sold was $204.18 and the highest price at which shares were sold was $204.95. 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 range set forth in footnotes (4) through (17) to this Form 4.
5. Represents the weighted average sale price. The lowest price at which shares were sold was $205.50 and the highest price at which shares were sold was $206.32.
6. Represents the weighted average sale price. The lowest price at which shares were sold was $206.77 and the highest price at which shares were sold was $207.74.
7. Represents the weighted average sale price. The lowest price at which shares were sold was $207.85 and the highest price at which shares were sold was $208.63.
8. Represents the weighted average sale price. The lowest price at which shares were sold was $208.87 and the highest price at which shares were sold was $209.76.
9. Represents the weighted average sale price. The lowest price at which shares were sold was $210.15 and the highest price at which shares were sold was $210.35.
10. Represents the weighted average sale price. The lowest price at which shares were sold was $211.32 and the highest price at which shares were sold was $211.40.
11. Represents the weighted average sale price. The lowest price at which shares were sold was $212.45 and the highest price at which shares were sold was $213.32.
12. Represents the weighted average sale price. The lowest price at which shares were sold was $213.67 and the highest price at which shares were sold was $214.56
13. Represents the weighted average sale price. The lowest price at which shares were sold was $214.67 and the highest price at which shares were sold was $215.66.
14. Represents the weighted average sale price. The lowest price at which shares were sold was $215.67 and the highest price at which shares were sold was $216.63.
15. Represents the weighted average sale price. The lowest price at which shares were sold was $216.74 and the highest price at which shares were sold was $217.38.
16. Represents the weighted average sale price. The lowest price at which shares were sold was $217.87 and the highest price at which shares were sold was $218.81.
17. Represents the weighted average sale price. The lowest price at which shares were sold was $218.91 and the highest price at which shares were sold was $219.60.
18. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.
19. The RSUs vest in equal quarterly installments over two years, with the first 1/8 vesting on February 20, 2023, until the award is fully vested on November 20, 2024, subject to the Reporting Person's continued service to the Issuer on each vesting date.
20. RSUs do not expire; they either vest or are canceled prior to vesting date.
21. The RSUs vest in equal quarterly installments over three years, with the first 1/12 vesting on February 20, 2022, until the award is fully vested on November 20, 2024, subject to the Reporting Person's continued service to the Issuer on each vesting date.
22. The RSUs vest in equal quarterly installments over three years, with the first 1/12 vesting on February 20, 2023, until the award is fully vested on November 20, 2025, subject to the Reporting Person's continued service to the Issuer on each vesting date.
23. The RSUs vest in equal quarterly installments over three years, with the first 1/12 vesting on February 20, 2024, until the award is fully vested on November 20, 2026, subject to the Reporting Person's continued service to the Issuer on each vesting date.
Remarks:
Exhibit 24 - Powers of Attorney.
/s/ Lawrence J. Brock, by Lailey Rezai, Attorney-in-Fact 05/22/2024
** 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.


LIMITED POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Paul Grewal, Doug Sharp, Molly Abraham, Amanda Baratz and Lailey Rezai, as long as they are providing services to Coinbase Global, Inc. or its related entities (the "Company"), or either of them, the undersigned's true and lawful attorney-in-fact to:

(1)    prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the Securities and Exchange Commission (the "SEC") Form ID and Forms 3, 4 and 5 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder;

(2)    do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form ID and Forms 3, 4 or 5 and timely file such forms with the Securities and Exchange Commission and any stock exchange or similar authority, if required; and

(3)    take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that each such attorney-in-fact, or each such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.

The undersigned agrees that each such attorney-in-fact may rely entirely on information furnished orally or in writing by the undersigned to each such attorney-in-fact. The undersigned also agrees to indemnify and hold harmless the Company and each such attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based on any untrue statement or omission of necessary facts in the information provided by the undersigned to such attorney-in-fact for purposes of executing, acknowledging, delivering and filing Form ID or Forms 3, 4 or 5 (including amendments thereto) and agrees to reimburse the Company and each such attorney-in-fact for any legal or other expenses reasonably


incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form ID or Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of February 14, 2024.




By: /s/ Lawrence J. Brock
Lawrence J. Brock

[Signature Page to Limited Power of Attorney]


LIMITED POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Paul Grewal, Doug Sharp, Molly Abraham, Amanda Baratz and Lailey Rezai, as long as they are providing services to Coinbase Global, Inc. or its related entities (the "Company"), or either of them, the undersigned's true and lawful attorney-in-fact to:

(1)    prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the Securities and Exchange Commission (the "SEC") Form ID and Forms 3, 4 and 5 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder;

(2)    do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form ID and Forms 3, 4 or 5 and timely file such forms with the Securities and Exchange Commission and any stock exchange or similar authority, if required; and

(3)    take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that each such attorney-in-fact, or each such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.

The undersigned agrees that each such attorney-in-fact may rely entirely on information furnished orally or in writing by the undersigned to each such attorney-in-fact. The undersigned also agrees to indemnify and hold harmless the Company and each such attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based on any untrue statement or omission of necessary facts in the information provided by the undersigned to such attorney-in-fact for purposes of executing, acknowledging, delivering and filing Form ID or Forms 3, 4 or 5 (including amendments thereto) and agrees to reimburse the Company and each such attorney-in-fact for any legal or other expenses reasonably


incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form ID or Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of February 14, 2024.




By: /s/ Lawrence J. Brock
Lawrence J. Brock

[Signature Page to Limited Power of Attorney]
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