Form SC 13G/A - Statement of Beneficial Ownership by Certain Investors: [Amend]

United States

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)*

Coinbase Global, Inc.

(Name of Issuer)

Class A Common Stock, $0.00001 par value per share

(Title of Class of Securities)

19260Q107

(CUSIP Number)

September 30, 2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☐

Rule 13d-1(c)

☒

Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 19260Q107

Schedule 13G

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NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

Frederick Ernest Ehrsam III

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

SOLE VOTING POWER

16,769,737 shares of Class A Common Stock (See Item 4)

SHARED VOTING POWER

0 shares of Class A Common Stock (See Item 4)

SOLE DISPOSITIVE POWER

16,769,737 shares of Class A Common Stock (See Item 4)

SHARED DISPOSITIVE POWER

0 shares of Class A Common Stock (See Item 4)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,769,737 shares of Class A Common Stock (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.57% (See Item 4)
12	TYPE OF REPORTING PERSON IN

CUSIP No. 19260Q107

Schedule 13G

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ITEM 1.

(a)

Name of Issuer:

Coinbase Global, Inc. (the “Issuer”).

(b)

Address of Issuer’s Principal Executive Offices:

One Madison Avenue, Suite 2400, New York, NY 10010.

ITEM 2.

(a)

Name of Person Filing:

This statement is filed on behalf of Frederick Ernest Ehrsam III (the “Reporting Person”).

(b)

Address or Principal Business Office:

The business address of the Reporting Person is 201 Post Street, Floor PH, San Francisco, CA 94108.

(c)

Citizenship of each Reporting Person is:

The Reporting Person is a citizen of the United States.

(d)

Title of Class of Securities:

Class A Common Stock, $0.00001 par value per share (“Class A Common Stock”)

(e)

CUSIP Number:

19260Q107

ITEM 3.

Not applicable.

CUSIP No. 19260Q107

Schedule 13G

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ITEM 4.

Ownership.

The ownership information below represents beneficial ownership of Class A Common Stock of the Issuer as of the date of this statement, based upon 204,910,047 shares of Class A Common Stock and 45,440,396 shares of Class B Common Stock (as defined below) outstanding as of October 23, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the SEC on October 30, 2024. The information below assumes the conversion of the Class B common stock, $0.00001 par value per share (“Class B Common Stock”), of the Issuer indirectly held by the Reporting Person into shares of Class A Common Stock of the Issuer on a one-to-one basis.

(a)

Amount beneficially owned:

The Reporting Person is deemed to be the beneficial owner of 16,769,737 shares of Class A Common Stock, which includes: (i) 6,136,276 shares of Class A Common Stock issuable upon conversion of 6,136,276 shares of Class B Common Stock held by the Frederick Ernest Ehrsam III Living Trust, (ii) 2,719,574 shares of Class A Common Stock issuable upon conversion of 2,719,574 shares of Class B Common Stock held by the Armstrong 2014 Irrevocable Trust, (iii) 7,301,833 shares of Class A Common Stock issuable upon conversion of 7,301,833 shares of Class B Common Stock held by the Brian Armstrong 2018 Irrevocable Trust, (iv) 601,637 shares of Class A Common Stock issuable upon conversion of 601,637 shares of Class B Common Stock held by the Brian Armstrong Legacy Trust and (v) 10,417 shares of Class A Common Stock held directly by the Reporting Person.

The Reporting Person disclaims beneficial ownership of Class A Common Stock and Class B Common Stock held by each of the aforementioned trusts, except to the extent of his pecuniary interest therein, if any.

(b)

Percent of class: 7.57%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 16,769,737 (1)

(ii)

Shared power to vote or direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 16,769,737 (1)

(iv)

Shared power to dispose or to direct the disposition of: 0

(1) Consists of the shares of Class A Common Stock and Class B Common Stock held by (i) the Frederick Ernest Ehrsam III Living Trust, (ii) the Armstrong 2014 Irrevocable Trust, (iii) the Brian Armstrong 2018 Irrevocable Trust (iv) the Brian Armstrong Legacy Trust and (v) the Reporting Person, directly.

The Reporting Person is the sole trustee of the Frederick Ernest Ehrsam III Living Trust and has sole voting and dispositive power with regard to the shares of Class A Common Stock and Class B Common Stock held by such trust.

The Reporting Person is the sole trustee and the special trustee of the Armstrong 2014 Irrevocable Trust and has sole voting and dispositive power with regard to the shares of Class B Common Stock held by such trust. The settlor of such trust has the power to remove the Reporting Person as the trustee and any special trustee at any time.

The Reporting Person is the sole trustee of the Brian Armstrong 2018 Irrevocable Trust and has sole voting and dispositive power with regard to the shares of Class B Common Stock held by such trust. The grantor/settlor of such trust has the power to remove the Reporting Person as the trustee at any time.

The Reporting Person is the Independent Trustee and Investment Advisor of the Brian Armstrong Legacy Trust and has sole voting and dispositive power with regard to the shares of Class B Common Stock held by such trust. The grantor/settlor of such trust has the power to remove the Reporting Person as Independent Trustee and Investment Advisor at any time.

CUSIP No. 19260Q107

Schedule 13G

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ITEM 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

ITEM 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

ITEM 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported By the Parent Holding Company.

Not applicable.

ITEM 8.

Identification and Classification of Members of the Group.

Not applicable.

ITEM 9.

Notice of Dissolution of a Group.

Not applicable.

ITEM 10.

Certification.

Not applicable.

CUSIP No. 19260Q107

Schedule 13G

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 13, 2024