Marc L. Andreessen - Dec 20, 2021 Form 4 Insider Report for Coinbase Global, Inc. (COIN)

Role: Director
Signature: /s/ Jolie Yang, Attorney-in-Fact for Marc L. Andreessen
Stock symbol: COIN
Transactions as of: Dec 20, 2021
Transactions value $: $0
Form type: 4
Date filed: 12/22/2021, 05:56 PM
Previous filing: Dec 21, 2021
Next filing: May 17, 2022

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	+10.8M	+10440.07%	$0.00	10.9M	Dec 20, 2021	By Andreessen Horowitz Fund III, L.P.	F1, F2, F3
transaction	COIN	Class A Common Stock	Conversion of derivative security	$0	+890K		$0.00	890K	Dec 20, 2021	By AH Parallel Fund III, L.P.	F2, F4, F5, F6
holding	COIN	Class A Common Stock						212K	Dec 20, 2021	By Trust	F7, F8
holding	COIN	Class A Common Stock						211	Dec 20, 2021	By a16z Seed-III, LLC	F9, F10
holding	COIN	Class A Common Stock						2.26M	Dec 20, 2021	By Andreessen Horowitz LSV Fund I, L.P.	F11
holding	COIN	Class A Common Stock						2.57K	Dec 20, 2021	By AD Holdings, LLC	F12, F13

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	Conversion of derivative security	$0	-10.8M	-100%	$0.00^*	0	Dec 20, 2021	Class A Common Stock	10.8M		By Andreessen Horowitz Fund III, L.P.	F1, F2, F3
transaction	COIN	Class B Common Stock	Conversion of derivative security	$0	-890K	-100%	$0.00^*	0	Dec 20, 2021	Class A Common Stock	890K		By AH Parallel Fund III, L.P.	F2, F4, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents the conversion of 10,761,104 shares of Class B Common Stock held of record by Andreessen Horowitz Fund III, L.P. into Class A Common Stock. No shares were sold in connection with this conversion.
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 securities are held of record 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"). 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 securities held by the AH Fund III Entities. 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 the AH Fund III Entities. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Fund III 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.
F4	Represents the conversion of 890,493 shares of Class B Common Stock held of record by AH Parallel Fund III, L.P. into Class A Common Stock. No shares were sold in connection with this conversion.
F5	These securities are held of record by AH Parallel Fund III, L.P., for itself and as nominee for AH Parallel Fund III-A, L.P., AH Parallel Fund III-B, L.P., and AH Parallel Fund III-Q, L.P. (collectively, the "AH Parallel Fund III Entities"). AH Equity Partners III (Parallel), L.L.C. ("AH EP III Parallel"), the general partner of the AH Parallel Fund III Entities, has sole voting and dispositive power with regard to the shares held by the AH Parallel Fund III Entities. The Reporting Person and Ben Horowitz are the managing members of AH EP III Parallel and share voting and dispositive power with respect to the shares held by the AH Parallel Fund III Entities.
F6	(Continued from Footnote 5) The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Parallel Fund III 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.
F7	Includes 43 shares received by the LAMA Community Trust pursuant to a pro rata distribution by A Capital Parallel Fund II-B LP, for no consideration, of shares of Class A Common Stock of the Issuer to its limited partners in accordance with the exemption afforded by Rule 16a-9(a) of the Securities Exchange Act of 1934, as amended.
F8	These securities are held of record by the LAMA Community Trust of which the Reporting Person and his spouse are trustees.
F9	These securities are held of record by a16z Seed-III, LLC ("a16z Seed"). The securities held directly by a16z Seed are indirectly held by the AH Fund III Entities, the members of a16z Seed. 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.
F10	(Continued from Footnote 9) 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.
F11	These securities are held of record 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.
F12	Represents shares received by AD Holdings, LLC, pursuant to a pro rata distribution by Blockchain Capital IV, LP, for no consideration, of shares of Class A Common Stock of the Issuer to its limited partners in accordance with the exemption afforded by Rule 16a-9(a) of the Securities Exchange Act of 1934, as amended.
F13	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.