Union Square Ventures 2012 Fund, L.P. Form 3 Filed 2021-04-05

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:		3235-0104
Expires:	02/28/2011
Estimated average burden
hours per response		0.5

1. Name and Address of Reporting Person ^*

Union Square Ventures 2012 Fund, L.P.

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

04/01/2021

3. Issuer Name and Ticker or Trading Symbol

Coinbase Global, Inc. [COIN]

(Last)

(First)

(Middle)

C/O UNION SQUARE VENTURES, 915 BROADWAY, 19TH FLOOR

4. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed (Month/Day/Year)

(Street)

NEW YORK, NY 10010

(City)

(State)

(Zip)

6. Individual or Joint/Group Filing

(Check applicable line)

_____ Form Filed by One Reporting Person
__X__ 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)

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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	348,594	⁽¹⁾	D⁽²⁾
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	13,488	⁽¹⁾	I	By USV Investors 2012 Fund, L.P.⁽³⁾
Series A Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class B Common Stock	11,277,506	⁽⁴⁾	D⁽²⁾
Series A Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class B Common Stock	436,274	⁽⁴⁾	I	By USV Investors 2012 Fund, L.P.⁽³⁾
Series C Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class B Common Stock	1,738,007	⁽⁴⁾	I	By USV Opportunity 2014, LP⁽⁵⁾
Series C Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class B Common Stock	88,455	⁽⁴⁾	I	By USV Opportunity Investors 2014, LP⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Union Square Ventures 2012 Fund, L.P. C/O UNION SQUARE VENTURES 915 BROADWAY, 19TH FLOOR NEW YORK, NY 10010		X
Union Square 2012 GP, L.L.C. C/O UNION SQUARE VENTURES 915 BROADWAY, 19TH FLOOR NEW YORK, NY 10010		X
USV Opportunity 2014 GP, LLC C/O UNION SQUARE VENTURES 915 NEW YORK, NY 10010		X
USV Investors 2012 Fund, L.P. C/O UNION SQUARE VENTURES 915 BROADWAY, 19TH FLOOR NEW YORK, NY 10010		X
USV Opportunity 2014, LP C/O UNION SQUARE VENTURES 915 BROADWAY, 19TH FLOOR NEW YORK, NY 10010		X
USV Opportunity Investors 2014, LP C/O UNION SQUARE VENTURES 915 BROADWAY, 19TH FLOOR NEW YORK, NY 10010		X
Buttrick John C/O UNION SQUARE VENTURES 915 BROADWAY, 19TH FLOOR NEW YORK, NY 10010		X
Burnham Brad C/O UNION SQUARE VENTURES 915 BROADWAY, 19TH FLOOR NEW YORK, NY 10010		X
Weissman Andy C/O UNION SQUARE VENTURES 915 BROADWAY, 19TH FLOOR NEW YORK, NY 10010		X
Wenger Albert C/O UNION SQUARE VENTURES 915 BROADWAY, 19TH FLOOR NEW YORK, NY 10010		X

Explanation of Responses:

1.	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.
2.	These shares are held by Union Square Ventures 2012 Fund, L.P. ("USV 2012 Fund"). Union Square 2012 GP, L.L.C. is the general partner of USV 2012 Fund and has sole voting and investment power with regard to the shares held by USV 2012 Fund. Fred Wilson, Brad Burnham, Albert Wenger, John Buttrick, and Andy Weissman are partners at Union Square Ventures and therefore may be deemed to have shared voting and investment power with regard to the shares held directly by USV 2012 Fund. Each of these individuals disclaims beneficial ownership of these shares except to the extent of their pecuniary interest therein, if any.
3.	These shares are held by USV Investors 2012 Fund, L.P. ("USV Investors 2012"). Union Square 2012 GP, L.L.C. is the general partner of USV Investors 2012 and has sole voting and investment power with regard to the shares held by USV Investors 2012. Fred Wilson, Brad Burnham, Albert Wenger, John Buttrick, and Andy Weissman are partners at Union Square Ventures and therefore may be deemed to have shared voting and investment power with regard to the shares held directly by USV Investors 2012. Each of these individuals disclaims beneficial ownership of these shares except to the extent of their pecuniary interest therein, if any.
4.	The Series A and Series C Preferred Stock are each convertible into Class B Common Stock on a 1:1 basis and have no expiration date. Upon the effectiveness of the Issuer's Registration Statement on Form S-1, all shares of Series A and Series C Preferred Stock will be converted into shares of Class B Common Stock of the Issuer.
5.	These shares are held by USV Opportunity 2014, LP ("USV Opportunity 2014 Fund"). USV Opportunity 2014 GP, LLC is the general partner of USV Opportunity 2014 Fund and has sole voting and investment power with regard to the shares held by USV Opportunity 2014 Fund. Fred Wilson, Brad Burnham, Albert Wenger, John Buttrick, and Andy Weissman are partners at Union Square Ventures and therefore may be deemed to have shared voting and investment power with regard to the shares held directly by USV Opportunity 2014 Fund. Each of these individuals disclaims beneficial ownership of these shares except to the extent of their pecuniary interest therein, if any.
6.	These shares are held by USV Opportunity Investors 2014, LP ("USV Opportunity Investors 2014"). USV Opportunity 2014 GP, LLC is the general partner of USV Opportunity Investors 2014 and has sole voting and investment power with regard to the shares held by USV Opportunity Investors 2014. Fred Wilson, Brad Burnham, Albert Wenger, John Buttrick, and Andy Weissman are partners at Union Square Ventures and therefore may be deemed to have shared voting and investment power with regard to the shares held directly by USV Opportunity Investors 2014. Each of these individuals disclaims beneficial ownership of these shares except to the extent of their pecuniary interest therein, if any.

	Signatures
	Union Square Ventures 2012 Fund, L.P. By: Union Square 2012 GP, L.L.C., its General Partner By: /s/ John Buttrick, its Managing Member	04/05/2021
	Union Square 2012 GP, L.L.C., By: /s/ John Buttrick, its Managing Member	04/05/2021
	USV Opportunity 2014 GP, LLC, By: /s/ John Buttrick, its Managing Member	04/05/2021
	USV Investors 2012 Fund, L.P., By: Union Square 2012 GP, L.L.C., its General Partner, By: /s/ John Buttrick, its Managing Member	04/05/2021
	USV Opportunity 2014, LP, By: USV Opportunity 2014 GP, LLC, its General Partner, By: /s/ John Buttrick, its Managing Member	04/05/2021
	USV Opportunity Investors 2014, LP, By: USV Opportunity 2014 GP, LLC, its General Partner, By: /s/ John Buttrick, its Managing Member	04/05/2021
	/s/ John Buttrick	04/05/2021
	/s/ Brad Burnham	04/05/2021
	/s/ Andy Weissman	04/05/2021
	/s/ Albert Wenger	04/05/2021
	** 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.