SEC Form 3

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 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Gallagher Daniel Martin Jr (Last) (First) (Middle) C/O ROBINHOOD MARKETS, INC. 85 WILLOW ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/28/2021	3. Issuer Name and Ticker or Trading Symbol Robinhood Markets, Inc. [ HOOD ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Legal Officer	5. If Amendment, Date of Original Filed (Month/Day/Year) 07/29/2021
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	10/08/2026	Common Stock(2)	10,013	(3)	D

Explanation of Responses:

1. On October 8, 2019, the Reporting Person was granted 40,055 restricted stock units ("RSUs") under the Robinhood Markets, Inc. ("Robinhood") Amended and Restated 2013 Stock Plan (the "2013 Plan") for his service on Robinhood's board of directors. A total of 30,042 RSUs were forfeited on April 27, 2020 when the Reporting Person stepped down from the board to serve as Robinhood's Chief Legal Officer. Subject to accelerated vesting in certain circumstances, the remaining 10,013 RSUs will vest upon the effectiveness of Robinhood's initial public offering ("IPO") registration statement on Form S-1.

2. Shares of Common Stock will automatically be reclassified as shares of Class A Common Stock on a one-for-one basis upon the filing of Robinhood's Amended and Restated Certificate of Incorporation immediately prior to the closing of Robinhood's IPO.

3. RSUs convert into Common Stock on a one-for-one basis upon vesting and settlement.

Remarks:

This filing amends a prior form and does not represent any new transaction. The Reporting Person's Form 3 filed on July 29, 2021 incorrectly stated that 40,055 RSUs from the October 8, 2019 RSU award remained outstanding and subject to vesting; the actual number of RSUs outstanding under such award was 10,013. This amendment shall also serve to correct the corresponding amount that was carried forward to the Reporting Person's Form 4 filed on July 30, 2021.

	/s/ Brandon Webb, attorney-in-fact for Daniel M. Gallagher, Jr.	02/03/2022
	** 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 5 (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.