Form 3 Coinbase Global, Inc. For: Apr 01 Filed by: Andreessen Marc L


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FORM
3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF
SECURITIES

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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1. Name and Address of Reporting Person
*


C/O ANDREESSEN HOROWITZ
2865 SAND HILL ROAD, SUITE 101

(Street)


2. Date of Event Requiring Statement
(Month/Day/Year)

04/01/2021

3. Issuer Name
and
Ticker or Trading Symbol

Coinbase Global, Inc.
[
COIN
]
4. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

X Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr.
4)
2.
Amount of Securities Beneficially Owned (Instr.
4)
3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
4. Nature of Indirect Beneficial Ownership (Instr.
5)

Class A Common Stock

4,618,842

I

By Andreessen Horowitz LSV Fund I, L.P.

(1)


Class A Common Stock

869,565

I

By CNK Fund I, L.P.

(2)

Table II – Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr.
4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
6. Nature of Indirect Beneficial Ownership (Instr.
5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Class B Common Stock

 

 

Class A Common Stock

171,792


(3)


I

By a16z Seed-III, LLC

(4)


(5)


Series A Preferred Stock

 

 

Class B Common Stock

257,688


(6)


I

By a16z Seed-III, LLC

(4)


(5)


Series B Preferred Stock

 

 

Class B Common Stock

19,182,924


(6)


I

By Andreessen Horowitz Fund III, L.P.

(7)


Series C Preferred Stock

 

 

Class B Common Stock

2,531,760


(6)


I

By Andreessen Horowitz Fund III, L.P.

(7)


Series D Preferred Stock

 

 

Class B Common Stock

1,817,334


(6)


I

By AH Parallel Fund III, L.P.

(8)


Series E Preferred Stock

 

 

Class A Common Stock

27,630


(9)


I

By Andreessen Horowitz Fund III, L.P.

(7)

Explanation of Responses:
Remarks:
Exhibit 24 – Limited Power of Attorney
/s/ Doug Sharp, Attorney-in-Fact for Marc L. Andreessen 04/01/2021
** 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 Juan Suarez, Doug Sharp and
Jolie Yang, 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)	execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of the Company, Forms 3, 4 and 5 in accordance
with Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations thereunder (each, a "Section 16
Filing"); provided, that, any such Section 16 Filing has been reviewed and
approved by the undersigned or his legal representative (any such Section 16
Filing that has been so reviewed and approved, an "Approved Section 16 Filing");

(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 Approved Section
16 Filing 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 or his legal
representative to each such attorney-in-fact with respect to an Approved Section
16 Filing.  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 or his legal representative with respect to an Approved Section
16 Filing to such attorney-in-fact for purposes of executing, acknowledging,
delivering and filing an Approved Section 16 Filing (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 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 this 11th day of March, 2021.

/s/ Marc L. Andreessen
Name: Marc L. Andreessen