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* Howard Gretchen (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 Operating Officer
	3. Date of Earliest Transaction (Month/Day/Year) 10/27/2021
	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
Class A Common Stock	10/27/2021		M		112,149	A	(1)	331,449	D
Class A Common Stock	10/27/2021		F		55,605(2)	D	$35.44	275,844	D
Class A Common Stock								172,064	I	By Family Trust

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	(1)	10/27/2021		M			24,643	(3)	02/14/2026	Class A Common Stock	24,643	$0	123,214	D
Restricted Stock Units	(1)	10/27/2021		M			36,964	(4)	08/18/2026	Class A Common Stock	36,964	$0	258,749	D
Restricted Stock Units	(1)	10/27/2021		M			30,381	(5)	01/12/2027	Class A Common Stock	30,381	$0	273,433	D
Restricted Stock Units	(1)	10/27/2021		M			20,161	(6)	12/09/2027	Class A Common Stock	20,161	$0	262,097	D

Explanation of Responses:

1. Restricted stock units ("RSUs") convert into Common Stock on a one-for-one basis upon vesting and settlement.

2. Represents shares withheld by Robinhood Markets, Inc. ("Robinhood") to satisfy tax withholding obligations in connection with the vesting of 112,149 RSUs and does not represent a sale by the Reporting Person.

3. On February 15, 2019, the Reporting Person was granted 394,283 RSUs under Robinhood's Amended and Restated 2013 Stock Plan (the "2013 Plan"), which award was amended and restated on January 13, 2020. One-fourth (1/4) of these RSUs were scheduled to vest on January 1, 2020, with the remainder scheduled to vest in thirty-six (36) equal monthly installments thereafter, in each case subject to the Reporting Person's continued service with Robinhood through the applicable vesting date and subject to accelerated vesting in certain circumstances.

4. On August 19, 2019, the Reporting Person was granted 591,425 RSUs under the 2013 Plan, which award was amended and restated on January 13, 2020. One-eighth (1/8) of these RSUs were scheduled to vest on January 1, 2020, with the remainder scheduled to vest in fourteen (14) equal quarterly installments thereafter, in each case subject to the Reporting Person's continued service with Robinhood through the applicable vesting date and subject to accelerated vesting in certain circumstances.

5. On January 13, 2020, the Reporting Person was granted 486,102 RSUs under the 2013 Plan. One-fourth (1/4) of these RSUs were scheduled to vest on December 1, 2020, with the remainder scheduled to vest in twelve (12) equal quarterly installments thereafter, in each case subject to the Reporting Person's continued service with Robinhood through the applicable vesting date and subject to accelerated vesting in certain circumstances.

6. On December 9, 2020, the Reporting Person was granted 322,580 RSUs under Robinhood's 2020 Equity Incentive Plan. One-sixteenth (1/16) of these RSUs were scheduled to vest on April 1, 2021, with the remainder scheduled to vest in fifteen (15) equal quarterly installments thereafter, in each case subject to the Reporting Person's continued service with Robinhood through the applicable vesting date and subject to accelerated vesting in certain circumstances.

Remarks:

	/s/ Christina Lai, attorney-in-fact for Gretchen Howard	10/29/2021
	** 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).
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