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 |
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| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Robinhood Markets, Inc. [ HOOD ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/28/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 01/28/2022 | J(1) | 21,794,173 | D | $0.00 | 43,588,345 | I | See Note 2(2) | ||
| Class A Common Stock | 01/28/2022 | J(3) | 326,913 | A | $0.00 | 348,657 | I | See Note 4(4) | ||
| Class A Common Stock | 01/28/2022 | J(5) | 348,657 | D | $0.00 | 0 | I | See Note 4(4) | ||
| Class A Common Stock | 01/28/2022 | J(6) | 2,028,736 | D | $0.00 | 4,057,472 | I | See Note 7(7) | ||
| Class A Common Stock | 01/28/2022 | J(8) | 30,431 | A | $0.00 | 52,175 | I | See Note 9(9) | ||
| Class A Common Stock | 01/28/2022 | J(10) | 52,175 | D | $0.00 | 0 | I | See Note 9(9) | ||
| Class A Common Stock | 01/28/2022 | J(11) | 18,934 | A | $0.00 | 18,934 | I | See Note 12(12) | ||
| Class A Common Stock | 01/28/2022 | J(13) | 1,952 | A | $0.00 | 2,082(14) | I | See Note 15(15) | ||
| Class A Common Stock | 01/31/2022 | S | 2,082 | D | $14.216(16) | 0 | I | See Note 15(15) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. New Enterprise Associates 15, L.P. ("NEA 15") made a pro rata distribution for no consideration of an aggregate of 21,794,173 shares of Class A Common Stock of the Issuer to its general partner and limited partners on January 28, 2022. |
| 2. The Reporting Person is a manager of NEA 15 GP, LLC ("NEA 15 GP"), which is the sole general partner of NEA Partners 15, L.P. ("NEA Partners 15"). NEA Partners 15 is the sole general partner of NEA 15, the direct beneficial owner of the securities. The Reporting Person disclaims 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 Reporting Person has no pecuniary interest. |
| 3. NEA Partners 15 received 326,913 shares of Class A Common Stock of the Issuer in the distribution by NEA 15 on January 28, 2022. |
| 4. The Reporting Person is a manager of NEA 15 GP, which is the sole general partner of NEA Partners 15, the direct beneficial owner of the securities. The Reporting Person disclaims 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 Partners 15 in which the Reporting Person has no pecuniary interest. |
| 5. NEA Partners 15 made a pro rata distribution for no consideration of an aggregate of 348,657 shares of Class A Common Stock of the Issuer to its limited partners on January 28, 2022. |
| 6. New Enterprise Associates 17, L.P. ("NEA 17") made a pro rata distribution for no consideration of an aggregate of 2,028,736 shares of Class A Common Stock of the Issuer to its general partner and limited partners on January 28, 2022. |
| 7. The Reporting Person is a manager of NEA 17 GP, LLC ("NEA 17 GP"), which is the sole general partner of NEA Partners 17, L.P. ("NEA Partners 17"). NEA Partners 17 is the sole general partner of NEA 17, the direct beneficial owner of the securities. The Reporting Person disclaims 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 Reporting Person has no pecuniary interest. |
| 8. NEA Partners 17 received 30,431 shares of Class A Common Stock of the Issuer in the distribution by NEA 17 on January 28, 2022. |
| 9. The Reporting Person is a manager of NEA 17 GP, which is the sole general partner of NEA Partners 17, the direct beneficial owner of the securities. The Reporting Person disclaims 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 Partners 17 in which the Reporting Person has no pecuniary interest. |
| 10. NEA Partners 17 made a distribution for no consideration of an aggregate of 52,175 shares of Class A Common Stock of the Issuer to a limited partner on January 28, 2022. |
| 11. The Baskett-McKay Family Trust dtd 3/12/14 (the "Baskett Trust") received 18,934 shares of Class A Common Stock of the Issuer in the distribution by NEA Partners 15 on January 28, 2022. |
| 12. The Reporting Person is a trustee of the Baskett Trust, which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, or otherwise of such portion of the securities held by the Baskett Trust in which the Reporting Person has no pecuniary interest. |
| 13. New Enterprise Associates, LLC ("NEA LLC") received 1,952 shares of Class A Common Stock of the Issuer in the distribution by NEA 15 on January 28, 2022. |
| 14. Includes 65 shares of Class A Common Stock of the Issuer received by NEA LLC in a distribution by NEA 15 on October 27, 2021 and 65 shares of Class A Common Stock of the Issuer received by NEA LLC in a distribution by NEA 15 on November 10, 2021 and in each case not previously reported. |
| 15. The Reporting Person is a member of the Board of Directors of NEA LLC, the direct beneficial owner of the securities. The Reporting Person disclaims 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 LLC in which the Reporting Person has no pecuniary interest. |
| 16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.1799 to $14.23, 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 set forth in this footnote (16) to this Form 4. |
| Remarks: |
| 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 Person 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, the Reporting Person may be deemed a director 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/ Louis Citron, attorney-in-fact | 02/01/2022 | |
| ** 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||