📊 Numbers on Coinbase direct listing

[JFWooten4]

It'd be super helpful to know how many shares were transferred to the public on this day and how much they sold for. All the data about this transaction should be included.

S-1

I want to frame their for-profit business around how much they've made in trading fees as a centralized institution. The data plan in TAR1 is to use it in footnote ^cb-s1, which I'll merge into the main comment today. I'm also thinking about segmenting the repo structure into individual organizers so that others feel comfortable adding their thoughts on a rule with a different perspective.¹

Footnotes

1. This could just display on the rules page as "[different names], Member, WhyDRS," for instance. Seeing how collaboration grows. 🌱 ↩

[tehchives]

Hey John, took a look into this, as after I saw that the totals for shares were blank / redacted in the linked S1 I was also pretty curious. It looks like there were two S-1/A filed, the first on 2021-02-25 and the second on 2021-03-17.

That second one has some more info on language for proposed issuance and projection, but a later S-8 from 2021-04-01 provides more. Another prospectus from later in April provides a more elaborate breakdown according to reporting requirements from what I could see. As you know that doesn't include any profits connected to centralized exchange settlement fees

Not sure if any of this is helpful for what you were seeking, just a rabbit hole I fell down.

[JFWooten4]

Thanks for diving into this, Chives! 👍 Super helpful and the top thing I really needed a hand on when it comes to TAR1. I've implemented the bulk of what I can relevantly take away in the PR commit referenced above.

They tout some of their back and forth with the Commission here during the IPO as a defense against the Wells Notice. There are some notable meetings with Comm. Pierce, who seemed to be the deferment point person on their interactions.

I swear I remember reading the filings when they first came out and seeing something specifying which insiders were selling shares and in what amounts. This was in the pre-active-listing registration phase, and it names out a very select few insiders alongside Brian A. But I've scoured all the info you generously found and didn't see anything like that on the primaries side.

Employee Plan

The S-8 is a cool new find, and I appreciated the backlook periods they refer to in the old incentive plans. Private employee comp (without an S-8) gets excitingly nuanced fast.

I found it particularly interesting how they registered outstanding past stock comp and rolled anything unclaimed into the new SEC plan. Thanks for bringing this up and sharing a whole new fun reference for registration exemptions used after private work under 457(i). Interesting to see how complex all these legalities in regulatory fees break down from the issuer disclosure side, and I just wish there wasn’t such an immense amount of legal work every time you want to implement something like this—especially given it's such a common business practice.

Other Insiders

I was surprised to see Andreessen H. selling ~$189M in shares four months after the listing. Namely, this holds under the standard 6-month restricted share holding period, which means they likely¹ had the ability to sell whenever they wanted, like the CPO who dropped $62M during the listing before restating their exact transaction history a month before due to inaccurate human conversion reporting errors.

I have nothing against people getting paid to do good work, but I think the framing implemented reminds everyone that these present immense rents coming from the commissions and fees Coinbase extracts from both individual investors directly and their retirement plans indirectly.²

Footnotes

1. Without scouring footnotes in the 8-Ks thereafter. ↩

2. For the latter case, see the series of acquisitions starting here, which custodied a decentralized system in financial infrastructure designed to turn your portfolio's returns into Wall Street's income stream. Namely, in the case of the first acquisition, the entire recurring business thereunder only exists because the first crypto exchange faced monumental mismanagement by its acquirer, specifically by the introduction of direct trading fees. Respondently, volume ceded to cheaper venues, which fragmented the industry. ↩