Brian Armstrong - May 24, 2023 Form 4 Insider Report for Coinbase Global, Inc. (COIN)

Role
Chairman and CEO, Director, 10%+ Owner
Signature
/s/ Brian Armstrong, by Steven Madrid, Attorney-in-Fact
Stock symbol
COIN
Transactions as of
May 24, 2023
Transactions value $
-$1,715,775
Form type
4
Date filed
5/26/2023, 04:18 PM
Previous filing
May 9, 2023
Next filing
Jun 7, 2023

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 +29.7K $0.00 29.7K May 24, 2023 By The Brian Armstrong Living Trust F1, F2, F3
transaction COIN Class A Common Stock Sale -$677K -11.8K -39.85% $57.13 17.9K May 24, 2023 By The Brian Armstrong Living Trust F2, F4
transaction COIN Class A Common Stock Sale -$1M -17.2K -96.28% $58.07 666 May 24, 2023 By The Brian Armstrong Living Trust F2, F5
transaction COIN Class A Common Stock Sale -$39.2K -666 -100% $58.78 0 May 24, 2023 By The Brian Armstrong Living Trust F2, 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 Conversion of derivative security $0 -29.7K -0.11% $0.00 26.1M May 24, 2023 Class A Common Stock 29.7K By The Brian Armstrong Living Trust F1, F2, F3
holding COIN Class B Common Stock 6.16M May 24, 2023 Class A Common Stock 6.16M By The Brian Armstrong 2020 Grantor Retained Annuity Trust F3
holding COIN Class B Common Stock 950K May 24, 2023 Class A Common Stock 950K By The Ehrsam 2014 Irrevocable Trust F3, F7
* 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 Brian Armstrong Living Trust into Class A Common Stock.
F2 The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 26, 2022, during an open trading window.
F3 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.
F4 Represents the weighted average sale price. The lowest price at which shares were sold was $56.64 and the highest price at which shares were sold was $57.635. 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 ranges set forth in footnotes (4) to (6) to this Form 4.
F5 Represents the weighted average sale price. The lowest price at which shares were sold was $57.64 and the highest price at which shares were sold was $58.62.
F6 Represents the weighted average sale price. The lowest price at which shares were sold was $58.68 and the highest price at which shares were sold was $58.90.
F7 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.