0001209191-21-049424.txt : 20210803 0001209191-21-049424.hdr.sgml : 20210803 20210803174725 ACCESSION NUMBER: 0001209191-21-049424 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210802 FILED AS OF DATE: 20210803 DATE AS OF CHANGE: 20210803 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: New Enterprise Associates 15, L.P. CENTRAL INDEX KEY: 0001629794 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40691 FILM NUMBER: 211141306 BUSINESS ADDRESS: STREET 1: 1954 GREENSPRING DRIVE, SUITE 600 CITY: TIMONIUM STATE: MD ZIP: 21093 BUSINESS PHONE: 410-842-4000 MAIL ADDRESS: STREET 1: 1954 GREENSPRING DRIVE, SUITE 600 CITY: TIMONIUM STATE: MD ZIP: 21093 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEA Partners 15, L.P. CENTRAL INDEX KEY: 0001640031 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40691 FILM NUMBER: 211141305 BUSINESS ADDRESS: STREET 1: 1954 GREENSPRING DRIVE STREET 2: SUITE 600 CITY: TIMONIUM STATE: MD ZIP: 21093 BUSINESS PHONE: 410-842-4000 MAIL ADDRESS: STREET 1: 1954 GREENSPRING DRIVE STREET 2: SUITE 600 CITY: TIMONIUM STATE: MD ZIP: 21093 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEA 15 GP, LLC CENTRAL INDEX KEY: 0001640033 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40691 FILM NUMBER: 211141304 BUSINESS ADDRESS: STREET 1: 1954 GREENSPRING DRIVE STREET 2: SUITE 600 CITY: TIMONIUM STATE: MD ZIP: 21093 BUSINESS PHONE: 410-842-4000 MAIL ADDRESS: STREET 1: 1954 GREENSPRING DRIVE STREET 2: SUITE 600 CITY: TIMONIUM STATE: MD ZIP: 21093 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEA 17 GP, LLC CENTRAL INDEX KEY: 0001796821 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40691 FILM NUMBER: 211141301 BUSINESS ADDRESS: STREET 1: 1954 GREENSPRING DRIVE STREET 2: SUITE 600 CITY: TIMONIUM STATE: MD ZIP: 21093 BUSINESS PHONE: 410-842-4000 MAIL ADDRESS: STREET 1: 1954 GREENSPRING DRIVE STREET 2: SUITE 600 CITY: TIMONIUM STATE: MD ZIP: 21093 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: New Enterprise Associates 17, L.P. CENTRAL INDEX KEY: 0001768564 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40691 FILM NUMBER: 211141303 BUSINESS ADDRESS: STREET 1: 1954 GREENSPRING DRIVE STREET 2: SUITE 600 CITY: TIMONIUM STATE: MD ZIP: 21093 BUSINESS PHONE: 410-842-4000 MAIL ADDRESS: STREET 1: 1954 GREENSPRING DRIVE STREET 2: SUITE 600 CITY: TIMONIUM STATE: MD ZIP: 21093 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEA Partners 17, L.P. CENTRAL INDEX KEY: 0001796820 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40691 FILM NUMBER: 211141302 BUSINESS ADDRESS: STREET 1: 1954 GREENSPRING DRIVE STREET 2: SUITE 600 CITY: TIMONIUM STATE: MD ZIP: 21093 BUSINESS PHONE: 410-842-4000 MAIL ADDRESS: STREET 1: 1954 GREENSPRING DRIVE STREET 2: SUITE 600 CITY: TIMONIUM STATE: MD ZIP: 21093 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Robinhood Markets, Inc. CENTRAL INDEX KEY: 0001783879 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 464364776 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 85 WILLOW STREET CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 844-428-5411 MAIL ADDRESS: STREET 1: 85 WILLOW STREET CITY: MENLO PARK STATE: CA ZIP: 94025 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-08-02 0 0001783879 Robinhood Markets, Inc. HOOD 0001629794 New Enterprise Associates 15, L.P. 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 1 0 1 0 0001640031 NEA Partners 15, L.P. 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 1 0 1 0 0001640033 NEA 15 GP, LLC 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 1 0 1 0 0001768564 New Enterprise Associates 17, L.P. 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 1 0 1 0 0001796820 NEA Partners 17, L.P. 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 1 0 1 0 0001796821 NEA 17 GP, LLC 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 1 0 1 0 Common Stock 2021-08-02 4 C 0 55055000 A 57564120 D Common Stock 2021-08-02 4 C 0 5804240 A 63368360 D Common Stock 2021-08-02 4 C 0 492853 A 63861213 D Common Stock 2021-08-02 4 C 0 1521305 A 65382518 D Common Stock 2021-08-02 4 C 0 4486208 A 4486208 I By New Enterprise Associates 17, L.P. Common Stock 2021-08-02 4 C 0 1600000 A 6086208 I By New Enterprise Associates 17, L.P. Common Stock 2021-08-02 4 J 0 65382518 D 0 D Common Stock 2021-08-02 4 J 0 6086208 D 0 I By New Enterprise Associates 17, L.P. Class A Common Stock 2021-08-02 4 J 0 65382518 A 65382518 D Class A Common Stock 2021-08-02 4 J 0 6086208 A 6086208 I By New Enterprise Associates 17, L.P. Class A Common Stock 2021-08-02 4 C 0 1449600 26.60 A 66832118 D Class A Common Stock 2021-08-02 4 C 0 1449600 26.60 A 7535808 I By New Enterprise Associates 17, L.P. Series B Redeemable Convertible Preferred Stock 2021-08-02 4 C 0 55055000 0.00 D Common Stock 55055000 0 D Series C Redeemable Convertible Preferred Stock 2021-08-02 4 C 0 5804240 0.00 D Common Stock 5804240 0 D Series D Redeemable Convertible Preferred Stock 2021-08-02 4 C 0 492853 0.00 D Common Stock 492853 0 D Series E Redeemable Convertible Preferred Stock 2021-08-02 4 C 0 1521305 0.00 D Common Stock 1521305 0 D Series E Redeemable Convertible Preferred Stock 2021-08-02 4 C 0 4486208 0.00 D Common Stock 4486208 0 I By New Enterprise Associates 17, L.P. Series F Redeemable Convertible Preferred Stock 2021-08-02 4 C 0 1600000 0.00 D Common Stock 1600000 0 I By New Enterprise Associates 17, L.P. Tranche I Convertible Promissory Note 26.60 2021-08-02 4 C 0 1449600 0.00 D Class A Common Stock 1449600 0 D Tranche I Convertible Promissory Note 26.60 2021-08-02 4 C 0 1449600 0.00 D Class A Common Stock 1449600 0 I By New Enterprise Associates 17, L.P. 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. 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. 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. 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"). 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. 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 2021-08-03