0001628280-21-014913.txt : 20210729 0001628280-21-014913.hdr.sgml : 20210729 20210729163954 ACCESSION NUMBER: 0001628280-21-014913 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210728 FILED AS OF DATE: 20210729 DATE AS OF CHANGE: 20210729 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bhatt Baiju CENTRAL INDEX KEY: 0001870914 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40691 FILM NUMBER: 211128035 MAIL ADDRESS: STREET 1: C/O ROBINHOOD MARKETS, INC. STREET 2: 85 WILLOW ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 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 3 1 wf-form3_162759117494533.xml FORM 3 X0206 3 2021-07-28 0 0001783879 Robinhood Markets, Inc. HOOD 0001870914 Bhatt Baiju C/O ROBINHOOD MARKETS, INC. 85 WILLOW ROAD MENLO PARK CA 94025 1 1 1 0 Chief Creative Officer Common Stock 60791600 I By Living Trust Common Stock 565079 I By Family Trust Common Stock 1720944 I By 2018 GRAT Common Stock 2000000 I By 2021 GRAT Restricted Stock Units 2026-10-08 Common Stock 2904024.0 D Market-Based Performance Stock Units 2025-12-31 Common Stock 13831829.0 D Market-Based Performance Stock Units 2029-05-26 Common Stock 13320000.0 D 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"). On October 8, 2019, the Reporting Person was granted 2,904,024 restricted stock units ("RSUs") under Robinhood's Amended and Restated 2013 Stock Plan (the "2013 Plan"). Subject to accelerated vesting in certain circumstances, one-fourth (1/4) of these RSUs were scheduled to vest on August 1, 2019, with the remainder scheduled to vest in twelve (12) 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 ("Liquidity Event"). RSUs and performance stock units ("PSUs") convert into Common Stock on a one-for-one basis upon vesting and settlement. On October 8, 2019, the Reporting Person was granted 13,831,829 market-based PSUs under the 2013 Plan, which award was amended and restated on May 26, 2021. Subject to accelerated vesting in certain circumstances, portions of the award become eligible to vest based on satisfaction of share-price goals of $30.45 (20% portion), $50.75 (30% portion), and $101.50 (50% portion). These goals are initially tested based on the IPO price and, thereafter, based on 60-trading-day average daily VWAP. When a share-price goal is achieved, subject to the occurrence of a Liquidity Event, half of the PSUs allocated to that level vest immediately, with the other half of the PSUs allocated to that level vesting in accordance with a time-based service schedule in twenty-four (24) equal quarterly installments from a vesting commencement date of August 1, 2018 through August 1, 2024, subject to the Reporting Person's continued service with Robinhood through the applicable vesting date. On May 26, 2021, the Reporting Person was granted 13,320,000 market-based PSUs under Robinhood's 2020 Equity Incentive Plan. Subject to accelerated vesting in certain circumstances, portions of the award become eligible to vest based on satisfaction of share-price goals of $120 (12.8% portion), $150 (12.8% portion), $180 (14.9% portion), $210 (14.9% portion), $240 (14.9% portion), $270 (14.9% portion), and $300 (14.9% portion). These goals are tested based on 60-trading-day average daily VWAP. When a share-price goal is achieved, subject to the occurrence of a Liquidity Event, all of the PSUs allocated to that level vest, subject to the Reporting Person's continued service with Robinhood through the applicable vesting date. Exhibit List: Exhibit 24 - Power of Attorney /s/ Christina Lai, attorney-in-fact for Baiju Bhatt 2021-07-29 EX-24 2 rh-xsection16poaforexistin.txt BHATT POWER OF ATTORNEY POWER OF ATTORNEY Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Jason Warnick, Brandon Webb, and Christina Lai, or any of them acting singly, and with full power of substitution and re-substitution, the undersigneds true and lawful attorney in fact (each of such persons and their substitutes being referred to herein as the "Attorney-in-Fact"), with full power to act for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to: 1. Prepare, execute and submit to the U.S. Securities and Exchange Commission ("SEC"), Robinhood Markets, Inc. (the Company), and/or any national securities exchange on which the Companys securities are listed any and all reports (including any amendments thereto) the undersigned is required to file with the SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC, under Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") or any rule or regulation thereunder with respect to the any security of the Company, including Forms 3, 4 and 5; and 2. Obtain, as the undersigned's representative and on the undersigned's behalf, information regarding transactions in the Company's equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact. The undersigned acknowledges that: a) This Power of Attorney authorizes, but does not require, the Attorney-in- Fact to act in his or her discretion on information provided to such Attorney- in-Fact without independent verification of such information; b) Any documents prepared or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his or her discretion, deems necessary or desirable; c) Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned's responsibility to comply with the requirements of Section 16 of the Exchange Act, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and d) This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 16 of the Exchange Act. The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done in connection with the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by authority of this Power of Attorney. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 4 or 5 with respect to the undersigned's holdings of and transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact. This Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Power of Attorney. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of 6/29/2021. Signature: /s/ Baiju Prafulkumar Bhatt Print Name: Baiju Bhatt