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Filing Details

Accession Number:: 0001783879-22-000032
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-02-03 18:56:29
Reporting Period:: 2022-02-01

Accepted Time:: 2022-02-03 18:56:29
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1783879	Robinhood Markets Inc.	HOOD	Security Brokers, Dealers & Flotation Companies (6211)	464364776

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1870914	Baiju Bhatt	C/O Robinhood Markets, Inc. 85 Willow Road Menlo Park CA 94025	Chief Creative Officer	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Class A Common Stock	Disposition	2021-12-16	2,200,000	$0.00	0	No	5	G	Direct
Class A Common Stock	Acquisiton	2022-02-01	239,134	$0.00	239,134	No	4	M	Direct
Class A Common Stock	Disposition	2022-02-02	113,479	$14.09	125,655	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	5	G	Direct
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Restricted Stock Units	Disposition	2022-02-01	181,502	$0.00	181,502	$0.00
Class A Common Stock	Market-Based Performance Stock Units	Disposition	2022-02-01	57,632	$0.00	57,632	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
363,003		2026-10-08	No	4	M	Direct
11,641,790		2025-12-31	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	1,012,254	Indirect	By Living Trust

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Class B Common Stock	$0.00	1,616,456	1,616,456	Indirect
Class A Common Stock	Class B Common Stock	$0.00	58,696,088	58,696,088	Indirect
Class A Common Stock	Class B Common Stock	$0.00	0	0	Indirect
Class A Common Stock	Class B Common Stock	$0.00	565,079	565,079	Indirect
Class A Common Stock	Class B Common Stock	$0.00	2,000,000	2,000,000	Indirect

Amount	Remaning Holdings	Nature of Ownership
1,616,456	1,616,456	Indirect
58,696,088	58,696,088	Indirect
0	0	Indirect
565,079	565,079	Indirect
2,000,000	2,000,000	Indirect

Footnotes

On December 16, 2021, the Reporting Person donated 2,200,000 shares of Class A Common Stock to a donor advised fund. The donation was made pursuant to a Rule 10b5-1 instruction adopted by the Reporting Person on September 3, 2021.
Reflects the prior transfer of 2,200,000 shares of Class A Common Stock to the Reporting Person from his Living Trust, which transfer effected only a change in the form of beneficial ownership and did not result in any change in the Reporting Person's pecuniary interest in such shares.
Restricted stock units ("RSUs") and performance stock units ("PSUs") convert into Class A Common Stock on a one-for-one basis upon vesting and settlement.
This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in July 2021, which provides for an automatic sale of a sufficient number of shares to cover the tax withholding liability associated with the vesting and settlement of the 239,134 RSUs and PSUs reported above
This transaction was executed in multiple trades during the day at prices ranging from $13.56 to $14.85. The weighted-average price is reported above. The Reporting Person hereby undertakes to provide to the SEC staff, the Issuer, or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the trades were made.
On October 8, 2019, the Reporting Person was granted 2,904,024 RSUs under the Robinhood Markets, Inc. ("Robinhood") Amended and Restated 2013 Stock Plan (the "2013 Plan"). 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 the Reporting Person's continued service with Robinhood through the applicable vesting date and subject to accelerated vesting in certain circumstances.
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 were initially tested based on Robinhood's initial public offering ("IPO") price, and thereafter are tested based on its trailing 60-trading-day average daily VWAP. When a share-price goal is achieved, 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.
Shares of Class B Common Stock are convertible into Class A Common Stock on a one-for-one basis (a) at the holder's election at any time, (b) upon certain transfers of such shares, or (c) in connection with the holder's death or disability in certain circumstances and, if not previously converted, will so convert at the earlier of (i) certain dates determined either by a vote of the holders of the shares of Class B Common Stock or by Robinhood's Board of Directors as described in Robinhood's Amended and Restated Certificate of Incorporation or (ii) August 2, 2036.
Reflects the prior transfer of 104,488 shares of Class B Common Stock from the Reporting Person's 2018 GRAT to the Reporting Person's Living Trust, which transfer effected only a change in the form of beneficial ownership and did not result in any change in the Reporting Person's pecuniary interest in such shares.
Reflects the prior transfer of 565,079 shares of Class B Common Stock from the Reporting Person's Family Trust to the Reporting Person's Family LLC, which transfer effected only a change in the form of beneficial ownership and did not result in any change in the Reporting Person's pecuniary interest in such shares.