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Filing Details

Accession Number:: 0000950170-25-030980
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2025-03-03 17:00:08
Reporting Period:: 2025-02-27

Filing Date:: 2025-03-03
Accepted Time:: 2025-03-03 17:00:08
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1783879	Robinhood Markets Inc.	HOOD	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1571355	Meyer Malka	C/O Ribbit Capital 364 University Ave. Palo Alto CA 94301		No	No	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	Explanation
Class A Common Stock	Disposition	2025-02-28	64,951	$49.64	3,235,585	No	4	S	Indirect	By Funds

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By Funds

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Put option (obligation to buy)	Disposition	2025-02-27	2,828,430	$0.00	2,828,430	$0.00
Class A Common Stock	Put option (right to sell)	Acquisiton	2025-02-27	2,828,430	$0.00	2,828,430	$0.00
Class A Common Stock	Call option (obligation to sell)	Disposition	2025-02-27	2,828,430	$0.00	2,828,430	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2,828,430	No	4	S	Indirect
2,828,430	No	4	P	Indirect
2,828,430	No	4	S	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	5,200,042	Indirect	By Trusts
Class A Common Stock	102,183	Indirect	By LLC

Footnotes

Represents (i) 45,292 shares sold by Ribbit Capital II, L.P. ("Fund II") for itself and as nominee for Ribbit Founder Fund II, L.P. ("FF II"), (ii) 7,790 shares sold by Ribbit Capital III, L.P. ("Fund III") for itself and as nominee for Ribbit Founder Fund III, L.P. ("FF III"), (iii) 4,318 shares sold by RH Ribbit Opportunity II, LLC ("RH"), (iv) 4,372 shares sold by RH-D Ribbit Opportunity II, LLC ("RH-D"), (v) 3,169 shares sold by RH-E Ribbit Opportunity II, LLC ("RH-E") and (vi) 10 shares sold by RH-N Bullfrog Opportunity, LLC ("RH-N"). Following the reported transaction, none of Fund II, Fund III, RH, RH-D, RH-E and RH-N hold any shares of Class A Common Stock of the Issuer and 3,235,585 shares are held directly by Bullfrog Capital, L.P. ("Bullfrog"), for itself and as nominee for Bullfrog Founder Fund, L.P. ("Bullfrog FF").
As previously reported, the Reporting Person is the founder and managing partner of the Ribbit Capital family of funds, and is contractually obligated to transfer and/or remit the proceeds of any sale of shares issued pursuant to stock awards or upon vesting and settlement of restricted stock units ("RSUs") to certain entities affiliated with such funds. The reported amounts reflect previous transfers of (i) 11,821 shares to Fund II, for itself and as nominee for FF II, (ii) 2,033 shares to Fund III, for itself and as nominee for FF III, (iii) 7,011 shares to Bullfrog, for itself and as nominee for Bullfrog FF, (iv) 1,438 shares to RH, (v) 1,141 shares to RH-D, (vi) 1,055 shares to RH-E and (vii) 3 shares to RH-N. Such transfers were effected in accordance with Rule 16a-13 of the Securities Exchange Act of 1934, as amended.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.48 to $49.87, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
Ribbit Capital GP II, L.P. ("GP II") is the general partner of Fund II and FF II and the managing member of RH, RH-D, and RH-E, and Ribbit Capital GP II, Ltd. ("UGP II") is the general partner of GP II. Ribbit Capital GP III, L.P. ("GP III") is the general partner of Fund III and FF III, and Ribbit Capital GP III, Ltd. ("UGP III") is the general partner of GP III. Bullfrog Capital GP, L.P. ("BF GP") is the general partner of Bullfrog and Bullfrog FF and the managing member of RH-N, and Bullfrog Capital GP, Ltd. ("BF UGP") is the general partner of BF GP. The Reporting Person is a director of each of UGP II, UGP III and BF UGP, and disclaims beneficial ownership of such shares for purposes of Section 16 except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose.
Represents (i) 3,936,288 shares held directly by the Malka Kleiner Revocable Trust dated July 16, 2012 (the "Malka Trust"), (ii) one share held by the Tibbir Trust and (iii) 421,251 shares held by each of the Aphrodite EM Trust, the Aphrodite MM Trust and the Aphrodite SM Trust (collectively, the "Aphrodite Trusts"). The Reporting Person serves as trustee of the Malka Trust, and the Reporting Person's immediate family member serves as trustee of the Tibbir Trust and each of the Aphrodite Trusts. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose.
Shares held by Tibbir Holdings LLC, of which the Reporting Person serves as investment manager. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose.
On February 27, 2025, Bullfrog and RH-N, each funds affiliated with the Reporting Person (collectively, the "Bullfrog Funds"), entered into a "zero-cost" put spread collar warrant hedging arrangement (the "Contract") relating to the Class A common stock, $0.0001 par value per share (the "Common Stock"), of Robinhood Markets, Inc. Pursuant to the Contract, which includes an initial hedge period beginning on February 27, 2025, the Bullfrog Funds (i) sold European put options on the Common Stock with a strike price equal to $26.60 (the "Warrant Strike Price"), (ii) purchased European put options on the Shares with a strike price higher than the Warrant Strike Price (the "Upper Put Strike") and (iii) sold European call options on the Shares with a strike price higher than the Warrant Strike Price and the Upper Put Strike. The Contract is expected to mature on one or more expiration dates, on or before, February 12, 2031.
Represents (i) warrants to purchase 1,405,827 shares of the Common Stock at the Warrant Strike Price held directly by Bullfrog, for itself and as nominee for Bullfrog FF and (ii) warrants to purchase 1,422,603 shares of the Common Stock at the Warrant Strike Price held directly by RH-N. The warrants are fully exercisable as of the date hereof. The Reporting Person disclaims beneficial ownership of the securities for purposes of Section 16 except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the securities are beneficially owned by him for Section 16 or any other purpose.