Brian Armstrong - 27 Nov 2023 Form 4 Insider Report for Coinbase Global, Inc. (COIN)

Role
Chairman and CEO, Director, 10%+ Owner
Signature
/s/ Brian Armstrong, by Doug Sharp, Attorney-in-Fact
Issuer symbol
COIN
Transactions as of
27 Nov 2023
Net transactions value
-$6,259,435
Form type
4
Filing time
29 Nov 2023, 16:27:10 UTC
Previous filing
28 Nov 2023
Next filing
06 Dec 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction COIN Class A Common Stock Conversion of derivative security $0 +42,801 $0.000000 42,801 27 Nov 2023 By The Ehrsam 2014 Irrevocable Trust F1, F2, F3
transaction COIN Class A Common Stock Gift $0 -42,801 -100% $0.000000* 0 27 Nov 2023 By The Ehrsam 2014 Irrevocable Trust F3
transaction COIN Class A Common Stock Conversion of derivative security $0 +50,000 $0.000000 50,000 28 Nov 2023 By The Brian Armstrong Living Trust F2, F4, F5
transaction COIN Class A Common Stock Sale $6,259,435 -50,000 -100% $125.19 0 28 Nov 2023 By The Brian Armstrong Living Trust F5, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction COIN Class B Common Stock Gift $0 +2,100,704 +221% $0.000000 3,051,194 27 Nov 2023 Class A Common Stock 2,100,704 By The Ehrsam 2014 Irrevocable Trust F2, F3, F7
transaction COIN Class B Common Stock Conversion of derivative security $0 -42,801 -1.4% $0.000000 3,008,393 27 Nov 2023 Class A Common Stock 42,801 By The Ehrsam 2014 Irrevocable Trust F1, F2, F3
transaction COIN Class B Common Stock Conversion of derivative security $0 -50,000 -0.19% $0.000000 26,710,025 28 Nov 2023 Class A Common Stock 50,000 By The Brian Armstrong Living Trust F2, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 Represents the conversion of Class B Common Stock held of record by The Ehrsam 2014 Irrevocable Trust into Class A Common Stock.
F2 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.
F3 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.
F4 Represents the conversion of Class B Common Stock held of record by The Brian Armstrong Living Trust into Class A Common Stock.
F5 The transactions reported on this line were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 16, 2023, during an open trading window.
F6 Represents the weighted average sale price. The lowest price at which shares were sold was $125.00 and the highest price at which shares were sold was $125.67. 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 herein.
F7 Reflects the transfer on November 27, 2023, of 2,100,704 shares of Class B Common Stock from The Frederick Ernest Ehrsam III 2020 Grantor Retained Annuity Trust ("GRAT") to The Ehrsam 2014 Irrevocable Trust in satisfaction of a GRAT annuity payment. The GRAT annuity payment reflected on this Form was entered into in connection with long-term estate planning.