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) 08/02/2021 | ||||||||||||||||||||||||||
| 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 | ||||||
| Common Stock | 08/02/2021 | C | 55,055,000 | A | (1) | 57,564,120 | I | See Note 2(2) | ||
| Common Stock | 08/02/2021 | C | 5,804,240 | A | (1) | 63,368,360 | I | See Note 2(2) | ||
| Common Stock | 08/02/2021 | C | 492,853 | A | (1) | 63,861,213 | I | See Note 2(2) | ||
| Common Stock | 08/02/2021 | C | 1,521,305 | A | (1) | 65,382,518 | I | See Note 2(2) | ||
| Common Stock | 08/02/2021 | C | 4,486,208 | A | (1) | 4,486,208 | I | See Note 3(3) | ||
| Common Stock | 08/02/2021 | C | 1,600,000 | A | (1) | 6,086,208 | I | See Note 3(3) | ||
| Common Stock | 08/02/2021 | J(4) | 65,382,518 | D | (4) | 0 | I | See Note 2(2) | ||
| Common Stock | 08/02/2021 | J(4) | 6,086,208 | D | (4) | 0 | I | See Note 3(3) | ||
| Class A Common Stock | 08/02/2021 | J(4) | 65,382,518 | A | (4) | 65,382,518 | I | See Note 2(2) | ||
| Class A Common Stock | 08/02/2021 | J(4) | 6,086,208 | A | (4) | 6,086,208 | I | See Note 3(3) | ||
| Class A Common Stock | 08/02/2021 | C | 1,449,600 | A | $26.6 | 66,832,118 | I | See Note 2(2) | ||
| Class A Common Stock | 08/02/2021 | C | 1,449,600 | A | $26.6 | 7,535,808 | I | See Note 3(3) | ||
| 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 | ||||||||
| Series B Redeemable Convertible Preferred Stock | (1) | 08/02/2021 | C | 55,055,000 | (1) | (1) | Common Stock | 55,055,000 | $0.00 | 0 | I | See Note 2(2) | |||
| Series C Redeemable Convertible Preferred Stock | (1) | 08/02/2021 | C | 5,804,240 | (1) | (1) | Common Stock | 5,804,240 | $0.00 | 0 | I | See Note 2(2) | |||
| Series D Redeemable Convertible Preferred Stock | (1) | 08/02/2021 | C | 492,853 | (1) | (1) | Common Stock | 492,853 | $0.00 | 0 | I | See Note 2(2) | |||
| Series E Redeemable Convertible Preferred Stock | (1) | 08/02/2021 | C | 1,521,305 | (1) | (1) | Common Stock | 1,521,305 | $0.00 | 0 | I | See Note 2(2) | |||
| Series E Redeemable Convertible Preferred Stock | (1) | 08/02/2021 | C | 4,486,208 | (1) | (1) | Common Stock | 4,486,208 | $0.00 | 0 | I | See Note 3(3) | |||
| Series F Redeemable Convertible Preferred Stock | (1) | 08/02/2021 | C | 1,600,000 | (1) | (1) | Common Stock | 1,600,000 | $0.00 | 0 | I | See Note 3(3) | |||
| Tranche I Convertible Promissory Note | $26.6(5) | 08/02/2021 | C | 1,449,600 | (5) | (5) | Class A Common Stock | 1,449,600 | $0.00 | 0 | I | See Note 2(2) | |||
| Tranche I Convertible Promissory Note | $26.6(5) | 08/02/2021 | C | 1,449,600 | (5) | (5) | Class A Common Stock | 1,449,600 | $0.00 | 0 | I | See Note 3(3) | |||
| Explanation of Responses: |
| 1. The Series B Redeemable Convertible Preferred Stock, Series C Redeemable Convertible Preferred Stock, Series D Redeemable Convertible Preferred Stock, Series E Redeemable Convertible Preferred Stock and Series F Redeemable Convertible Preferred Stock (collectively, the "Preferred Stock") were convertible at any time at the holder's election and automatically converted immediately prior to closing of the Issuer's initial public offering ("IPO") into an equal number of shares of Common Stock without payment of additional consideration. The Preferred Stock had no expiration date. |
| 2. The Reporting Person is a manager of NEA 15 GP, LLC, which is the sole general partner of NEA Partners 15, L.P. ("NEA Partners 15"). NEA Partners 15 is the sole general partner of New Enterprise Associates 15, L.P. ("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. The Reporting Person is a manager of NEA 17 GP, LLC, which is the sole general partner of NEA Partners 17, L.P. ("NEA Partners 17"). NEA Partners 17 is the sole general partner of New Enterprise Associates 17, L.P. ("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. |
| 4. Immediately prior to closing of the IPO and following the conversion of each series of the Issuer's Preferred Stock into Common Stock, each share of Common Stock was reclassified into one share of Class A Common Stock in an exempt transaction pursuant to Rule 16b-7 and Rule 16b-3 (the "Reclassification"). |
| 5. Following the conversion of the Preferred Stock and the Reclassification, the principal amount of the Tranche I Convertible Promissory Notes (the "Convertible Notes") (together with accrued interest thereon) automatically converted into Class A Common Stock at a conversion price equal to $26.60. The Convertible Notes did not have a maturity date. The treatment of the Convertible Notes in the IPO was exempt pursuant to Rule 16b-6 and Rule 16b-3. |
| 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/ Sasha Keough, attorney-in-fact | 08/03/2021 | |
| ** 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). | ||
| ** 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. | ||