SEC FORM 4

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^*

New Enterprise Associates 15, L.P.

(Last)

(First)

(Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM

21093

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Robinhood Markets, Inc. [ HOOD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/02/2021

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

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 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)
Common Stock	08/02/2021		C		55,055,000	A	⁽¹⁾	57,564,120	D⁽²⁾
Common Stock	08/02/2021		C		5,804,240	A	⁽¹⁾	63,368,360	D⁽²⁾
Common Stock	08/02/2021		C		492,853	A	⁽¹⁾	63,861,213	D⁽²⁾
Common Stock	08/02/2021		C		1,521,305	A	⁽¹⁾	65,382,518	D⁽²⁾
Common Stock	08/02/2021		C		4,486,208	A	⁽¹⁾	4,486,208	I	By New Enterprise Associates 17, L.P.⁽³⁾
Common Stock	08/02/2021		C		1,600,000	A	⁽¹⁾	6,086,208	I	By New Enterprise Associates 17, L.P.⁽³⁾
Common Stock	08/02/2021		J⁽⁴⁾		65,382,518	D	⁽⁴⁾	0	D⁽²⁾
Common Stock	08/02/2021		J⁽⁴⁾		6,086,208	D	⁽⁴⁾	0	I	By New Enterprise Associates 17, L.P.⁽³⁾
Class A Common Stock	08/02/2021		J⁽⁴⁾		65,382,518	A	⁽⁴⁾	65,382,518	D⁽²⁾
Class A Common Stock	08/02/2021		J⁽⁴⁾		6,086,208	A	⁽⁴⁾	6,086,208	I	By New Enterprise Associates 17, L.P.⁽³⁾
Class A Common Stock	08/02/2021		C		1,449,600	A	$26.6	66,832,118	D⁽²⁾
Class A Common Stock	08/02/2021		C		1,449,600	A	$26.6	7,535,808	I	By New Enterprise Associates 17, L.P.⁽³⁾

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)
Series B Redeemable Convertible Preferred Stock	⁽¹⁾	08/02/2021		C			55,055,000	⁽¹⁾	⁽¹⁾	Common Stock	55,055,000	$0.00	0	D⁽²⁾
Series C Redeemable Convertible Preferred Stock	⁽¹⁾	08/02/2021		C			5,804,240	⁽¹⁾	⁽¹⁾	Common Stock	5,804,240	$0.00	0	D⁽²⁾
Series D Redeemable Convertible Preferred Stock	⁽¹⁾	08/02/2021		C			492,853	⁽¹⁾	⁽¹⁾	Common Stock	492,853	$0.00	0	D⁽²⁾
Series E Redeemable Convertible Preferred Stock	⁽¹⁾	08/02/2021		C			1,521,305	⁽¹⁾	⁽¹⁾	Common Stock	1,521,305	$0.00	0	D⁽²⁾
Series E Redeemable Convertible Preferred Stock	⁽¹⁾	08/02/2021		C			4,486,208	⁽¹⁾	⁽¹⁾	Common Stock	4,486,208	$0.00	0	I	By New Enterprise Associates 17, L.P.⁽³⁾
Series F Redeemable Convertible Preferred Stock	⁽¹⁾	08/02/2021		C			1,600,000	⁽¹⁾	⁽¹⁾	Common Stock	1,600,000	$0.00	0	I	By New Enterprise Associates 17, L.P.⁽³⁾
Tranche I Convertible Promissory Note	$26.6⁽⁵⁾	08/02/2021		C			1,449,600	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	1,449,600	$0.00	0	D⁽²⁾
Tranche I Convertible Promissory Note	$26.6⁽⁵⁾	08/02/2021		C			1,449,600	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	1,449,600	$0.00	0	I	By New Enterprise Associates 17, L.P.⁽³⁾

1. Name and Address of Reporting Person^*

New Enterprise Associates 15, L.P.

(Last)

(First)

(Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM

21093

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

NEA Partners 15, L.P.

(Last)

(First)

(Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM

21093

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

NEA 15 GP, LLC

(Last)

(First)

(Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM

21093

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

New Enterprise Associates 17, L.P.

(Last)

(First)

(Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM

21093

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

NEA Partners 17, L.P.

(Last)

(First)

(Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM

21093

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

NEA 17 GP, LLC

(Last)

(First)

(Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM

21093

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The Series B Redeemable Convertible Preferred Stock, Series C Redeemable Convertible Preferred Stock, Series D Redeemable Convertible Preferred Stock, Series E Redeemable Convertible Preferred Stock and Series F Redeemable Convertible Preferred Stock (collectively, the "Preferred Stock") were convertible at any time at the holder's election and automatically converted immediately prior to closing of the Issuer's initial public offering ("IPO") into an equal number of shares of Common Stock without payment of additional consideration. The Preferred Stock had no expiration date.

2. The securities are directly held by New Enterprise Associates 15, L.P. ("NEA 15") and are indirectly held by NEA Partners 15, L.P. ("NEA Partners 15"), the sole general partner of NEA 15, NEA 15 GP, LLC ("NEA 15 GP"), the sole general partner of NEA Partners 15, and the individual managers of NEA 15 GP (NEA Partners 15, NEA 15 GP and the individual managers of NEA 15 GP (collectively, the "Managers"), together, the "Indirect Reporting Persons"). The Managers of NEA 15 GP are Forest Baskett, Anthony A. Florence, Jr., Mohamad Makhzoumi, Scott D. Sandell and Peter W. Sonsini. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 15 in which the Indirect Reporting Persons have no pecuniary interest.

3. The securities are directly held by New Enterprise Associates 17, L.P. ("NEA 17") and are indirectly held by NEA Partners 17, L.P. ("NEA Partners 17"), the sole general partner of NEA 17, NEA 17 GP, LLC ("NEA 17 GP"), the sole general partner of NEA Partners 17, and the individual managers of NEA 17 GP (NEA Partners 17, NEA 17 GP and the individual managers of NEA 17 GP (collectively, the "Managers"), together, the "Indirect Reporting Persons"). The Mangers of NEA 17 GP are Forest Baskett, Ali Behbahani, Carmen Chang, Anthony Florence, Jr., Liza Landsman, Mohamad Makhzoumi, Edward Mathers, Scott Sandell, Peter Sonsini, Paul Walker and Rick Yang. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 17 in which the Indirect Reporting Persons have no pecuniary interest.

4. Immediately prior to closing of the IPO and following the conversion of each series of the Issuer's Preferred Stock into Common Stock, each share of Common Stock was reclassified into one share of Class A Common Stock in an exempt transaction pursuant to Rule 16b-7 and Rule 16b-3 (the "Reclassification").

5. Following the conversion of the Preferred Stock and the Reclassification, the principal amount of the Tranche I Convertible Promissory Notes (the "Convertible Notes") (together with accrued interest thereon) automatically converted into Class A Common Stock at a conversion price equal to $26.60. The Convertible Notes did not have a maturity date. The treatment of the Convertible Notes in the IPO was exempt pursuant to Rule 16b-6 and Rule 16b-3.

Remarks:

Scott D. Sandell, the Managing General Partner at New Enterprise Associates, Inc. and a manager of NEA 15 GP and NEA 17 GP, has been deputized to represent the Reporting Persons on the board of directors of the Issuer. By virtue of Mr. Sandell's representation, for purposes of Section 16 of the Securities Exchange Act of 1934, each of the Reporting Persons may be deemed directors by deputization of the Issuer. Mr. Sandell has filed a separate Section 16 report disclosing securities of the Issuer that he may be deemed to beneficially own for Section 16 purposes.

	/s/ Sasha Keough, attorney-in-fact	08/03/2021
	** 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).
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