Malka Meyer Form 4 Robinhood Markets / Meyer Malka ownership change

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^*

Malka Meyer

(Last) (First) (Middle)

C/O RIBBIT CAPITAL

364 UNIVERSITY AVE.

(Street)

PALO ALTO CA 94301

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2024

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	12/31/2024		A		426	A	(1)	20,548(2)	D(3)
Class A Common Stock	01/01/2025		M		3,954	A	(4)	24,502	D(3)
Class A Common Stock								5,200,042	I	By Trusts(5)
Class A Common Stock								102,183	I	By LLC(6)
Class A Common Stock								3,276,034	I	By Funds(7)(8)

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	(4)	01/01/2025		M			1,433	(9)	(9)	Class A Common Stock	1,433	$0	1,434	D(3)
Restricted Stock Units	(4)	01/01/2025		M			2,521	(10)	(10)	Class A Common Stock	2,521	$0	5,043	D(3)

Explanation of Responses:

1. On December 31, 2024, the Reporting Person was automatically granted 426 shares of Class A Common Stock under the Non-Employee Director Compensation Program of Robinhood Markets, Inc. ("Robinhood"), which permits directors to elect to receive payment of quarterly director fees in the form of stock, and Robinhood's 2021 Omnibus Incentive Plan (the "2021 Plan"). This grant was made in lieu of cash fees, based on the December 31, 2024 closing price of $37.26 per share of Class A Common Stock, and these shares were fully vested upon grant.

2. The amount also reflects an inclusion of 53 shares of Class A Common Stock that were automatically granted on September 30, 2024 under Robinhood's Non-Employee Director Compensation Program, as part of the grant made in lieu ofthe Reporting Person's third quarter cash fees, based on the September 30, 2024 closing price of 23.42 per share of Class A Common Stock and fully vested upon grant. These 53 shares were not reflected in the Form 4 filed on October 2, 2024 by the Reporting Person.

3. 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 andsettlement of restricted stock units ("RSUs") to certain entities affiliated with such funds. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 of the Securities Exchange Act of 1934 ("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.

4. RSUs convert into Class A Common Stock on a one-for-one basis upon vesting and settlement.

5. 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.

6. 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.

7. Represents (i) 33,471 shares held directly by Ribbit Capital II, L.P. ("Fund II") for itself and as nominee for Ribbit Founder Fund II, L.P. ("FF II"), (ii) 5,757 shares held directly by Ribbit Capital III, L.P. ("Fund III") for itself and as nominee for Ribbit Founder Fund III, L.P. ("FF III"), (iii) 3,228,574 shares held directly by Bullfrog Capital, L.P. ("Bullfrog"), for itself and as nominee for Bullfrog Founder Fund, L.P. ("Bullfrog FF"), (iv) 2,880 shares held directly by RH Ribbit Opportunity II, LLC ("RH"), (v) 3,231 shares held directly by RH-D Ribbit Opportunity II, LLC ("RH-D"), (vi) 2,114 shares held directly by RH-E Ribbit Opportunity II, LLC ("RH-E") and (vii) 7 shares held directly by RH-N Bullfrog Opportunity, LLC ("RH-N").

8. 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, BF UGP and Ribbit Management, 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.

9. On March 23, 2022, the Reporting Person was granted 17,201 RSUs under the 2021 Plan. One-twelfth (1/12) of these RSUs vested on July 1, 2022, with the remainder scheduled to vest in eleven (11) 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.

10. On June 26, 2024, the Reporting Person was granted 10,085 RSUs under the 2021 Plan. One-fourth (1/4) of these RSUs vested on October 1, 2024, with the remainder scheduled to vest in three (3) equal quarterly installments thereafter (except the final installment will vest no later than the day before Robinhood's 2025 annual meeting of stockholders), 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.

	/s/ Meyer Malka	01/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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