Sec Form 4 Filing - Andreessen Marc L @ Coinbase Global, Inc. - 2021-04-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Andreessen Marc L 2. Issuer Name and Ticker or Trading Symbol Coinbase Global, Inc. [ COIN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ANDREESSEN HOROWITZ, 2865 SAND HILL ROAD, SUITE 101 3. Date of Earliest Transaction (MM/DD/YY) 04/15/2021 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 04/15/2021 S 300 D $ 318.6433 ( 1 ) 18,555 I By AH Capital Management, L.L.C. ( 2 ) Class A Common Stock 04/15/2021 S 400 D $ 320.035 ( 3 ) 18,155 I By AH Capital Management, L.L.C. ( 2 ) Class A Common Stock 04/15/2021 S 700 D $ 320.8414 ( 4 ) 17,455 I By AH Capital Management, L.L.C. ( 2 ) Class A Common Stock 04/15/2021 S 828 D $ 321.8895 ( 5 ) 16,627 I By AH Capital Management, L.L.C. ( 2 ) Class A Common Stock 04/15/2021 S 2,593 D $ 322.8698 ( 6 ) 14,034 I By AH Capital Management, L.L.C. ( 2 ) Class A Common Stock 04/15/2021 S 1,400 D $ 323.9406 ( 7 ) 12,634 I By AH Capital Management, L.L.C. ( 2 ) Class A Common Stock 04/15/2021 S 539 D $ 324.8662 ( 8 ) 12,095 I By AH Capital Management, L.L.C. ( 2 ) Class A Common Stock 04/15/2021 S 400 D $ 326.21 ( 9 ) 11,695 I By AH Capital Management, L.L.C. ( 2 ) Class A Common Stock 04/15/2021 S 200 D $ 327.02 ( 10 ) 11,495 I By AH Capital Management, L.L.C. ( 2 ) Class A Common Stock 04/15/2021 S 700 D $ 329.0092 ( 11 ) 10,795 I By AH Capital Management, L.L.C. ( 2 ) Class A Common Stock 04/15/2021 S 1,463 D $ 331.2954 ( 12 ) 9,332 I By AH Capital Management, L.L.C. ( 2 ) Class A Common Stock 04/15/2021 S 1,537 D $ 332.2823 ( 13 ) 7,795 I By AH Capital Management, L.L.C. ( 2 ) Class A Common Stock 04/15/2021 S 2,700 D $ 333.2793 ( 14 ) 5,095 I By AH Capital Management, L.L.C. ( 2 ) Class A Common Stock 04/15/2021 S 1,900 D $ 334.155 ( 15 ) 3,195 I By AH Capital Management, L.L.C. ( 2 ) Class A Common Stock 04/15/2021 S 600 D $ 334.9667 ( 16 ) 2,595 I By AH Capital Management, L.L.C. ( 2 ) Class A Common Stock 04/15/2021 S 400 D $ 336.2425 ( 17 ) 2,195 I By AH Capital Management, L.L.C. ( 2 ) Class A Common Stock 04/15/2021 S 800 D $ 337.3225 ( 18 ) 1,395 I By AH Capital Management, L.L.C. ( 2 ) Class A Common Stock 04/15/2021 S 300 D $ 338.2367 ( 19 ) 1,095 I By AH Capital Management, L.L.C. ( 2 ) Class A Common Stock 04/15/2021 S 337 D $ 339.5135 ( 20 ) 758 I By AH Capital Management, L.L.C. ( 2 ) Class A Common Stock 04/15/2021 S 263 D $ 340.5399 ( 21 ) 495 I By AH Capital Management, L.L.C. ( 2 ) Class A Common Stock 04/15/2021 S 100 D $ 341.588 ( 22 ) 395 I By AH Capital Management, L.L.C. ( 2 ) Class A Common Stock 04/15/2021 S 200 D $ 342.125 ( 23 ) 195 I By AH Capital Management, L.L.C. ( 2 ) Class A Common Stock 04/15/2021 S 195 D $ 348.85 0 I By AH Capital Management, L.L.C. ( 2 ) Class A Common Stock 04/15/2021 S 394 D $ 325.3626 ( 24 ) 103,075 I By a16z Seed-III, LLC ( 25 ) ( 26 ) Class A Common Stock 04/16/2021 J( 27 ) 2,165 A $ 0 2,165 I By AD Holdings, LLC ( 28 ) Class A Common Stock 04/16/2021 J( 29 ) 2,165 D $ 0 0 I By AD Holdings, LLC ( 28 ) Class A Common Stock 04/16/2021 J( 30 ) 2,519 A $ 0 485,160 I By Trust ( 31 ) Class A Common Stock 3,417,943 I By Andreessen Horowitz LSV Fund I, L.P. ( 32 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Andreessen Marc L C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X X Signatures /s/ Doug Sharp, Attorney-in-Fact for Marc L. Andreessen 04/19/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the weighted average sale price. The lowest price at which shares were sold was $318.32 and the highest price at which shares were sold was $319.25. The Reporting Person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the Issuer or the Issuer's stockholders, full information regarding the total number of shares sold at each separate price within the ranges set forth in footnote (1) and footnotes (3) through (24) to this Form 4. ( 2 )The securities are held of record by AH Capital Management, L.L.C. The members of AH Capital Management, L.L.C. are the Reporting Person and Ben Horowitz, who share voting and dispositive power with respect to the shares held by AH Capital Management, L.L.C. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by AH Capital Management, L.L.C. 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. ( 3 )Represents the weighted average sale price. The lowest price at which shares were sold was $319.38 and the highest price at which shares were sold was $320.35. ( 4 )Represents the weighted average sale price. The lowest price at which shares were sold was $320.39 and the highest price at which shares were sold was $321.24. ( 5 )Represents the weighted average sale price. The lowest price at which shares were sold was $321.44 and the highest price at which shares were sold was $322.41. ( 6 )Represents the weighted average sale price. The lowest price at which shares were sold was $322.44 and the highest price at which shares were sold was $323.40. ( 7 )Represents the weighted average sale price. The lowest price at which shares were sold was $323.50 and the highest price at which shares were sold was $324.42. ( 8 )Represents the weighted average sale price. The lowest price at which shares were sold was $324.59 and the highest price at which shares were sold was $325.16. ( 9 )Represents the weighted average sale price. The lowest price at which shares were sold was $325.75 and the highest price at which shares were sold was $326.71. ( 10 )Represents the weighted average sale price. The lowest price at which shares were sold was $327.00 and the highest price at which shares were sold was $327.04. ( 11 )Represents the weighted average sale price. The lowest price at which shares were sold was $328.50 and the highest price at which shares were sold was $329.49. ( 12 )Represents the weighted average sale price. The lowest price at which shares were sold was $330.73 and the highest price at which shares were sold was $331.70. ( 13 )Represents the weighted average sale price. The lowest price at which shares were sold was $331.74 and the highest price at which shares were sold was $332.73. ( 14 )Represents the weighted average sale price. The lowest price at which shares were sold was $332.76 and the highest price at which shares were sold was $333.74. ( 15 )Represents the weighted average sale price. The lowest price at which shares were sold was $333.79 and the highest price at whic h shares were sold was $334.78. ( 16 )Represents the weighted average sale price. The lowest price at which shares were sold was $334.86 and the highest price at which shares were sold was $335.15. ( 17 )Represents the weighted average sale price. The lowest price at which shares were sold was $335.87 and the highest price at which shares were sold was $336.72. ( 18 )Represents the weighted average sale price. The lowest price at which shares were sold was $336.91 and the highest price at which shares were sold was $337.84. ( 19 )Represents the weighted average sale price. The lowest price at which shares were sold was $337.91 and the highest price at which shares were sold was $338.80. ( 20 )Represents the weighted average sale price. The lowest price at which shares were sold was $339.00 and the highest price at which shares were sold was $339.92. ( 21 )Represents the weighted average sale price. The lowest price at which shares were sold was $340.00 and the highest price at which shares were sold was $340.92. ( 22 )Represents the weighted average sale price. The lowest price at which shares were sold was $341.00 and the highest price at which shares were sold was $341.98. ( 23 )Represents the weighted average sale price. The lowest price at which shares were sold was $342.00 and the highest price at which shares were sold was $342.25. ( 24 )Represents the weighted average sale price. The lowest price at which shares were sold was $325.30 and the highest price at which shares were sold was $325.42. ( 25 )These securities are held of record by a16z Seed-III, LLC ("a16z Seed"). The securities held directly by a16z Seed are indirectly 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"), the members of a16z Seed. 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 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. ( 26 )(Continued from footnote 25) 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. ( 27 )Represents 2,165 shares received by AD Holdings, LLC pursuant to a pro rata distribution by Boost VC Fund 3, L.P., for no consideration, of shares of the Issuer's Class A Common Stock to its limited partners. The aforementioned distribution was made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended. ( 28 )These securities are held of record by AD Holdings, LLC, of which the Reporting Person is a manager. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by AD Holdings, LLC 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. ( 29 )On April 16, 2021, AD Holdings, LLC distributed, for no consideration and on a pro rata basis, 2,165 shares of the Issuer's Class A Common Stock to its members. The aforementioned distribution was made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended. ( 30 )Represents shares received by the LAMA Community Trust pursuant to pro rata distributions by Refactor Capital, L.P., Boost VC Fund 3, L.P. and AD Holdings, LLC, for no consideration, of shares of the Issuer's Class A Common Stock to their respective partners or members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended. ( 31 )These securities are held of record by The LAMA Community Trust of which the Reporting Person and his spouse are trustees. ( 32 )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.

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