Daniel Martin Gallagher Jr Form 4 Robinhood Markets / Daniel Martin Gallagher Jr 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^*

Gallagher Daniel Martin Jr

(Last) (First) (Middle)

C/O ROBINHOOD MARKETS, INC.

85 WILLOW ROAD

(Street)

MENLO PARK CA 94025

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2021

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
Common Stock(1)	07/28/2021		M		487,862(2)	A	(3)	487,862	D
Common Stock(1)	07/28/2021		F		220,032(4)	D	$38	267,830	D
Common Stock(1)	07/29/2021		S		6,900	D	$38.4623(5)	260,930	D

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	(3)	07/28/2021		M			10,013	(6)	10/08/2026	Common Stock(1)	10,013	$0	30,042	D
Restricted Stock Units	(3)	07/28/2021		M			77,104	(7)	06/16/2027	Common Stock(1)	77,104	$0	231,315	D
Restricted Stock Units	(3)	07/28/2021		M			333,003	(8)	09/03/2027	Common Stock(1)	333,003	$0	999,011	D
Restricted Stock Units	(3)	07/28/2021		M			67,742	(9)	12/09/2027	Common Stock(1)	67,742	$0	203,226	D

Explanation of Responses:

1. Shares of Common Stock will automatically be reclassified as shares of Class A Common Stock on a one-for-one basis upon the filing of the Amended and Restated Certificate of Incorporation of Robinhood Markets, Inc. ("Robinhood") immediately prior to the closing of Robinhood's initial public offering ("IPO").

2. Represents shares received upon vesting of restricted stock units ("RSUs") in connection with the IPO Liquidity Event (as defined below).

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

4. Represents shares withheld by Robinhood to satisfy tax withholding obligations in connection with the vesting of 487,862 RSUs and does not represent a sale by the Reporting Person.

5. This transaction was executed in multiple trades during the day at prices ranging from $38.00 to $39.99. 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 transactions were effected.

6. On October 8, 2019, the Reporting Person was granted 40,055 RSUs under Robinhood's Amended and Restated 2013 Stock Plan. Subject to accelerated vesting in certain circumstances, one-eighth (1/8) of these RSUs were scheduled to vest on January 7, 2020, with the remainder scheduled to vest in seven (7) equal quarterly installments thereafter, in each case subject to (a) the Reporting Person's continued service with Robinhood through the applicable vesting date and (b) the occurrence of a liquidity event, which was satisfied upon the effectiveness of Robinhood's IPO registration statement on Form S-1 ("Liquidity Event").

7. On June 16, 2020, the Reporting Person was granted 308,419 RSUs under Robinhood's 2020 Equity Incentive Plan (the "2020 Plan"). Subject to accelerated vesting in certain circumstances, one-fourth (1/4) of these RSUs were scheduled to vest on May 12, 2021, with the remainder scheduled to vest in twelve (12) equal quarterly installments thereafter, in each case subject to (a) the Reporting Person's continued service with Robinhood through the applicable vesting date and (b) the occurrence of a Liquidity Event.

8. On September 3, 2020, the Reporting Person was granted 1,332,014 RSUs under the 2020 Plan. Subject to accelerated vesting in certain circumstances, one-fourth (1/4) of these RSUs were scheduled to vest on May 12, 2021, with the remainder scheduled to vest in twelve (12) equal quarterly installments thereafter, in each case subject to (a) the Reporting Person's continued service with Robinhood through the applicable vesting date and (b) the occurrence of a Liquidity Event.

9. On December 9, 2020, the Reporting Person was granted 270,968 RSUs under the 2020 Plan. Subject to accelerated vesting in certain circumstances, one-twelfth (1/12) of these RSUs were scheduled to vest on January 1, 2021, with the remainder scheduled to vest in eleven (11) equal quarterly installments thereafter, in each case subject to (a) the Reporting Person's continued service with Robinhood through the applicable vesting date and (b) the occurrence of a Liquidity Event.

Remarks:

	/s/ Christina Lai, attorney-in-fact for Daniel M. Gallagher, Jr.	07/30/2021
	** Signature of Reporting Person	Date
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