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Insider Trading Arrangements | 3 Months Ended | 9 Months Ended
--- | --- | ---
Sep. 30, 2023 shares | Sep. 30, 2023 shares
Trading Arrangements, by Individual |  |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Brian Armstrong [Member] |  |
Trading Arrangements, by Individual |  |
Material Terms of Trading Arrangement |  | The Company’s directors and Section 16 officers (as defined in Rule 16a-1(f) under the Exchange Act) are only permitted to trade in the Company’s securities pursuant to a prearranged trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act (a “Rule 10b5-1 Plan”). During the three months ended September 30, 2023, one of the Company’s directors and three of the Company’s Section 16 officers adopted new Rule 10b5-1 Plans. The Plans (as defined below) were entered into during an open trading window in accordance with the Company’s Insider Trading Policy and Trading Plan Policy. On August 16, 2023, Brian Armstrong, the Company’s Chief Executive Officer and a member of the Company’s board of directors, entered into a Rule 10b5-1 Plan (the “Armstrong Plan”) providing for the potential sale of up to 1,800,000 shares of the Class A common stock issuable upon the conversion of shares of the Class B common stock owned by The Brian Armstrong Living Trust, of which Mr. Armstrong is trustee, so long as the market price of the Class A common stock is higher than certain minimum threshold prices specified in the Armstrong Plan, between an estimated start date of November 16, 2023 and November 15, 2024. On August 21, 2023, Frederick Ernest Ehrsam III, a member of the Company’s board of directors, entered into a Rule 10b5-1 Plan (the “Ehrsam Plan”) providing for the potential sale of up to 1,697,748 shares of the Class A common stock owned by The Frederick Ernest Ehrsam III Living Trust, of which Mr. Ehrsam is trustee, so long as the market price of the Class A common stock is higher than certain minimum threshold prices specified in the Ehrsam Plan, between an estimated start date of November 22, 2023 and May 17, 2024. On August 23, 2023, Paul Grewal, the Company’s Chief Legal Officer and Secretary, entered into a Rule 10b5-1 Plan (the “Grewal Plan”) providing for the potential sale of up to 307,116 shares of the Class A common stock owned by Mr. Grewal, including upon the vesting and settlement of restricted stock units for shares of Class A common stock and the exercise of vested stock options for shares of the Class A common stock, so long as the market price of the Class A common stock is higher than certain minimum threshold prices specified in the Grewal Plan or, in certain circumstances, at the market price, between an estimated start date of November 27, 2023 and November 27, 2024. The Grewal Plan provides for the sale of shares of Class A common stock to be received upon the future vesting and settlement of certain outstanding restricted stock units, net of any shares withheld by the Company to satisfy applicable tax obligations. The number of shares to be withheld, and therefore the exact number of shares to be sold pursuant to the Grewal Plan, can only be determined upon the occurrence of the future vesting events. For purposes of this disclosure, we have included the maximum aggregate number of shares to be sold without subtracting any shares to be withheld upon future vesting events. On August 30, 2023, Emilie Choi, the Company’s President and Chief Operating Officer, entered into a Rule 10b5-1 Plan (the “Choi Plan” and collectively with the Armstrong Plan, the Ehrsam Plan and the Grewal Plan, the “Plans”) providing for the potential sale of up to 1,032,000 shares of the Class A common stock owned by Ms. Choi, including upon the exercise of vested stock options for shares of the Class A common stock, so long as the market price of the Class A common stock is higher than certain minimum threshold prices specified in the Choi Plan, between an estimated start date of November 29, 2023 and December 31, 2024.
Name | Brian Armstrong |
Title | Chief Executive Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | August 16, 2023 |
Arrangement Duration | 365 days |
Aggregate Available | 1,800,000 | 1,800,000
Emilie Choi [Member] |  |
Trading Arrangements, by Individual |  |
Material Terms of Trading Arrangement |  | The Company’s directors and Section 16 officers (as defined in Rule 16a-1(f) under the Exchange Act) are only permitted to trade in the Company’s securities pursuant to a prearranged trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act (a “Rule 10b5-1 Plan”). During the three months ended September 30, 2023, one of the Company’s directors and three of the Company’s Section 16 officers adopted new Rule 10b5-1 Plans. The Plans (as defined below) were entered into during an open trading window in accordance with the Company’s Insider Trading Policy and Trading Plan Policy. On August 16, 2023, Brian Armstrong, the Company’s Chief Executive Officer and a member of the Company’s board of directors, entered into a Rule 10b5-1 Plan (the “Armstrong Plan”) providing for the potential sale of up to 1,800,000 shares of the Class A common stock issuable upon the conversion of shares of the Class B common stock owned by The Brian Armstrong Living Trust, of which Mr. Armstrong is trustee, so long as the market price of the Class A common stock is higher than certain minimum threshold prices specified in the Armstrong Plan, between an estimated start date of November 16, 2023 and November 15, 2024. On August 21, 2023, Frederick Ernest Ehrsam III, a member of the Company’s board of directors, entered into a Rule 10b5-1 Plan (the “Ehrsam Plan”) providing for the potential sale of up to 1,697,748 shares of the Class A common stock owned by The Frederick Ernest Ehrsam III Living Trust, of which Mr. Ehrsam is trustee, so long as the market price of the Class A common stock is higher than certain minimum threshold prices specified in the Ehrsam Plan, between an estimated start date of November 22, 2023 and May 17, 2024. On August 23, 2023, Paul Grewal, the Company’s Chief Legal Officer and Secretary, entered into a Rule 10b5-1 Plan (the “Grewal Plan”) providing for the potential sale of up to 307,116 shares of the Class A common stock owned by Mr. Grewal, including upon the vesting and settlement of restricted stock units for shares of Class A common stock and the exercise of vested stock options for shares of the Class A common stock, so long as the market price of the Class A common stock is higher than certain minimum threshold prices specified in the Grewal Plan or, in certain circumstances, at the market price, between an estimated start date of November 27, 2023 and November 27, 2024. The Grewal Plan provides for the sale of shares of Class A common stock to be received upon the future vesting and settlement of certain outstanding restricted stock units, net of any shares withheld by the Company to satisfy applicable tax obligations. The number of shares to be withheld, and therefore the exact number of shares to be sold pursuant to the Grewal Plan, can only be determined upon the occurrence of the future vesting events. For purposes of this disclosure, we have included the maximum aggregate number of shares to be sold without subtracting any shares to be withheld upon future vesting events. On August 30, 2023, Emilie Choi, the Company’s President and Chief Operating Officer, entered into a Rule 10b5-1 Plan (the “Choi Plan” and collectively with the Armstrong Plan, the Ehrsam Plan and the Grewal Plan, the “Plans”) providing for the potential sale of up to 1,032,000 shares of the Class A common stock owned by Ms. Choi, including upon the exercise of vested stock options for shares of the Class A common stock, so long as the market price of the Class A common stock is higher than certain minimum threshold prices specified in the Choi Plan, between an estimated start date of November 29, 2023 and December 31, 2024.
Name | Emilie Choi |
Title | President and Chief Operating Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | August 30, 2023 |
Arrangement Duration | 398 days |
Aggregate Available | 1,032,000 | 1,032,000
Frederick Ernest Ehrsam III [Member] |  |
Trading Arrangements, by Individual |  |
Material Terms of Trading Arrangement |  | The Company’s directors and Section 16 officers (as defined in Rule 16a-1(f) under the Exchange Act) are only permitted to trade in the Company’s securities pursuant to a prearranged trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act (a “Rule 10b5-1 Plan”). During the three months ended September 30, 2023, one of the Company’s directors and three of the Company’s Section 16 officers adopted new Rule 10b5-1 Plans. The Plans (as defined below) were entered into during an open trading window in accordance with the Company’s Insider Trading Policy and Trading Plan Policy. On August 16, 2023, Brian Armstrong, the Company’s Chief Executive Officer and a member of the Company’s board of directors, entered into a Rule 10b5-1 Plan (the “Armstrong Plan”) providing for the potential sale of up to 1,800,000 shares of the Class A common stock issuable upon the conversion of shares of the Class B common stock owned by The Brian Armstrong Living Trust, of which Mr. Armstrong is trustee, so long as the market price of the Class A common stock is higher than certain minimum threshold prices specified in the Armstrong Plan, between an estimated start date of November 16, 2023 and November 15, 2024. On August 21, 2023, Frederick Ernest Ehrsam III, a member of the Company’s board of directors, entered into a Rule 10b5-1 Plan (the “Ehrsam Plan”) providing for the potential sale of up to 1,697,748 shares of the Class A common stock owned by The Frederick Ernest Ehrsam III Living Trust, of which Mr. Ehrsam is trustee, so long as the market price of the Class A common stock is higher than certain minimum threshold prices specified in the Ehrsam Plan, between an estimated start date of November 22, 2023 and May 17, 2024. On August 23, 2023, Paul Grewal, the Company’s Chief Legal Officer and Secretary, entered into a Rule 10b5-1 Plan (the “Grewal Plan”) providing for the potential sale of up to 307,116 shares of the Class A common stock owned by Mr. Grewal, including upon the vesting and settlement of restricted stock units for shares of Class A common stock and the exercise of vested stock options for shares of the Class A common stock, so long as the market price of the Class A common stock is higher than certain minimum threshold prices specified in the Grewal Plan or, in certain circumstances, at the market price, between an estimated start date of November 27, 2023 and November 27, 2024. The Grewal Plan provides for the sale of shares of Class A common stock to be received upon the future vesting and settlement of certain outstanding restricted stock units, net of any shares withheld by the Company to satisfy applicable tax obligations. The number of shares to be withheld, and therefore the exact number of shares to be sold pursuant to the Grewal Plan, can only be determined upon the occurrence of the future vesting events. For purposes of this disclosure, we have included the maximum aggregate number of shares to be sold without subtracting any shares to be withheld upon future vesting events. On August 30, 2023, Emilie Choi, the Company’s President and Chief Operating Officer, entered into a Rule 10b5-1 Plan (the “Choi Plan” and collectively with the Armstrong Plan, the Ehrsam Plan and the Grewal Plan, the “Plans”) providing for the potential sale of up to 1,032,000 shares of the Class A common stock owned by Ms. Choi, including upon the exercise of vested stock options for shares of the Class A common stock, so long as the market price of the Class A common stock is higher than certain minimum threshold prices specified in the Choi Plan, between an estimated start date of November 29, 2023 and December 31, 2024.
Name | Frederick Ernest Ehrsam III |
Title | member of the Company’s board of directors |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | August 21, 2023 |
Arrangement Duration | 177 days |
Aggregate Available | 1,697,748 | 1,697,748
Paul Grewal [Member] |  |
Trading Arrangements, by Individual |  |
Name | Paul Grewal |
Title | Chief Legal Officer and Secretary |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | August 23, 2023 |
Arrangement Duration | 366 days |
Aggregate Available | 307,116 | 307,116

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