SEC FORM 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person ^*

Andreessen Marc L

(Last)

(First)

(Middle)

C/O ANDREESSEN HOROWITZ

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

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	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/26/2024		S⁽¹⁾		587	D	$ 267.08 ⁽²⁾	6,153 ⁽³⁾	I	By AH Capital Management, L.L.C. ⁽⁴⁾
Class A Common Stock	03/26/2024		S⁽¹⁾		57	D	$ 268.9	6,096	I	By AH Capital Management, L.L.C. ⁽⁴⁾
Class A Common Stock	03/26/2024		S⁽¹⁾		250	D	$ 270.65 ⁽⁵⁾	5,846	I	By AH Capital Management, L.L.C. ⁽⁴⁾
Class A Common Stock	03/26/2024		S⁽¹⁾		199	D	$ 271.99 ⁽⁶⁾	5,647	I	By AH Capital Management, L.L.C. ⁽⁴⁾
Class A Common Stock	03/26/2024		S⁽¹⁾		557	D	$ 272.82 ⁽⁷⁾	5,090	I	By AH Capital Management, L.L.C. ⁽⁴⁾
Class A Common Stock	03/26/2024		S⁽¹⁾		926	D	$ 274.32 ⁽⁸⁾	4,164	I	By AH Capital Management, L.L.C. ⁽⁴⁾
Class A Common Stock	03/26/2024		S⁽¹⁾		1,198	D	$ 275.27 ⁽⁹⁾	2,966	I	By AH Capital Management, L.L.C. ⁽⁴⁾
Class A Common Stock	03/26/2024		S⁽¹⁾		1,120	D	$ 276.36 ⁽¹⁰⁾	1,846	I	By AH Capital Management, L.L.C. ⁽⁴⁾
Class A Common Stock	03/26/2024		S⁽¹⁾		1,093	D	$ 277.22 ⁽¹¹⁾	753	I	By AH Capital Management, L.L.C. ⁽⁴⁾
Class A Common Stock	03/26/2024		S⁽¹⁾		388	D	$ 278.27 ⁽¹²⁾	365	I	By AH Capital Management, L.L.C. ⁽⁴⁾
Class A Common Stock	03/26/2024		S⁽¹⁾		365	D	$ 279.22 ⁽¹³⁾	0	I	By AH Capital Management, L.L.C. ⁽⁴⁾
Class A Common Stock								1,147,460 ⁽¹⁴⁾	I	By Trust ⁽¹⁵⁾
Class A Common Stock								2,568	I	By AD Holdings, LLC ⁽¹⁶⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by AH Capital Management, L.L.C. ("AH Capital") on December 1, 2023.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $266.81 to $267.59 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. 6,740 shares held prior to the transactions reported herein reflect the receipt of shares by AH Capital pursuant to the pro rata distribution in kind of all shares previously held of record by Andreessen Horowitz LSV Fund I, L.P., for itself and as nominee ("AH LSV I"), to its limited partners and general partner, AH Equity Partners LSV I, L.L.C. ("AH EP LSV I"), for no additional consideration, and the further pro rata distribution in kind by AH EP LSV I, for no additional consideration, to its members, including AH Capital. The distribution of such shares constituted a change in the Reporting Person's form of ownership, which was exempt from reporting pursuant to Rule 16a-13.

4. These shares are held of record by AH Capital. The members of AH Capital are the Reporting Person and Benjamin Horowitz, who share voting and dispositive power with respect to the shares held by AH Capital. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by AH Capital 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.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $270.34 to $271.25 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $271.37 to $272.28 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $272.52 to $273.51 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $273.67 to $274.61 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $274.76 to $275.71 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $275.85 to $276.77 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $276.88 to $277.82 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $277.91 to $278.77 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $279.08 to $279.71 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

14. Includes 75,107 shares received by the LAMA Community Trust ("LAMA") pursuant to the pro rata distribution in kind of all shares previously held of record by AH LSV I to its limited partners, including LAMA, and general partner, AH EP LSV I, for no additional consideration, and the further pro rata distribution in kind by AH EP LSV I, for no additional consideration, to its members, including LAMA. The distribution of such shares constituted a change in the Reporting Person's form of ownership, which was exempt from reporting pursuant to Rule 16a-13.

15. These securities are held of record by LAMA of which the Reporting Person and his spouse are trustees.

16. 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.

	/s/ Doug Sharp, Attorney-in-Fact for Marc L. Andreessen	03/28/2024
	** Signature of Reporting Person	Date
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