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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Chennapragada Aparna

(Last) (First) (Middle)
C/O ROBINHOOD MARKETS, INC.
85 WILLOW ROAD

(Street)
MENLO PARK CA 94025

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Product Officer
3. Date of Earliest Transaction (Month/Day/Year)
07/28/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
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 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)
Code V Amount (A) or (D) Price
Common Stock(1) 07/28/2021 M 120,967(2) A (3) 120,967 D
Common Stock(1) 07/28/2021 F 59,976(4) D $38 60,991 D
Common Stock(1) 07/29/2021 S 12,199 D $40 48,792 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (3) 07/28/2021 M 120,967 (5) 05/06/2028 Common Stock(1) 120,967 $0 1,814,517 D
Explanation of Responses:
1. 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 the Amended and Restated Certificate of Incorporation of Robinhood Markets, Inc. ("Robinhood") immediately prior to the closing of Robinhood's initial public offering ("IPO").
2. Represents shares received upon vesting of restricted stock units ("RSUs") in connection with the IPO Liquidity Event (as defined below).
3. RSUs convert into Common Stock on a one-for-one basis upon vesting and settlement.
4. Represents shares withheld by Robinhood to satisfy tax withholding obligations in connection with the vesting of 120,967 RSUs and does not represent a sale by the Reporting Person.
5. On May 6, 2021, the Reporting Person was granted 1,935,484 RSUs under Robinhood's 2020 Equity Incentive Plan. Subject to accelerated vesting in certain circumstances, one-sixteenth (1/16) of these RSUs was scheduled to vest on July 1, 2021, with the remainder scheduled to vest in fifteen (15) equal quarterly installments thereafter, in each case subject to (a) the Reporting Person's continued service with Robinhood through the applicable vesting date and (b) the occurrence of a liquidity event, which was satisfied upon the effectiveness of Robinhood's IPO registration statement on Form S-1.
Remarks:
/s/ Christina Lai, attorney-in-fact for Aparna Chennapragada 07/30/2021
** 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.