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 | 7,156,340 | A | (1) | 10,296,520 | I | By Index Ventures Growth III (Jersey) L.P.(2) | ||
| Common Stock | 08/02/2021 | C | 67,469,440 | A | (1) | 70,022,080 | I | By Index Ventures VI (Jersey) L.P.(3) | ||
| Common Stock | 08/02/2021 | C | 1,361,860 | A | (1) | 1,413,380 | I | By Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P.(4) | ||
| Common Stock | 08/02/2021 | C | 980,240 | A | (1) | 1,061,020 | I | By Yucca (Jersey) SLP(5) | ||
| Common Stock | 08/02/2021 | J(6) | 10,296,520 | D | (6) | 0 | I | By Index Ventures Growth III (Jersey) L.P.(2) | ||
| Common Stock | 08/02/2021 | J(6) | 70,022,080 | D | (6) | 0 | I | By Index Ventures VI (Jersey) L.P.(3) | ||
| Common Stock | 08/02/2021 | J(6) | 1,413,380 | D | (6) | 0 | I | By Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P.(4) | ||
| Common Stock | 08/02/2021 | J(6) | 1,061,020 | D | (6) | 0 | I | By Yucca (Jersey) SLP(5) | ||
| Class A Common Stock | 08/02/2021 | J(6) | 10,296,520 | A | (6) | 10,296,520 | I | By Index Ventures Growth III (Jersey) L.P.(2) | ||
| Class A Common Stock | 08/02/2021 | J(6) | 70,022,080 | A | (6) | 70,022,080 | I | By Index Ventures VI (Jersey) L.P.(3) | ||
| Class A Common Stock | 08/02/2021 | J(6) | 1,413,380 | A | (6) | 1,413,380 | I | By Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P.(4) | ||
| Class A Common Stock | 08/02/2021 | J(6) | 1,061,020 | A | (6) | 1,061,020 | I | By Yucca (Jersey) SLP(5) | ||
| Class A Common Stock | 08/02/2021 | C | 57,984 | A | $26.6 | 1,119,004 | I | By Yucca (Jersey) SLP(5) | ||
| Class A Common Stock | 08/02/2021 | C | 1,874,816 | A | $26.6 | 1,874,816 | I | By Index Ventures Growth V (Jersey) L.P.(7) | ||
| 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 A Redeemable Convertible Preferred Stock | (1) | 08/02/2021 | C | 55,798,140 | (1) | (1) | Common Stock | 55,798,140 | $0.00 | 0 | I | By Index Ventures VI (Jersey) L.P.(3) | |||
| Series A Redeemable Convertible Preferred Stock | (1) | 08/02/2021 | C | 1,126,280 | (1) | (1) | Common Stock | 1,126,280 | $0.00 | 0 | I | By Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P.(4) | |||
| Series A Redeemable Convertible Preferred Stock | (1) | 08/02/2021 | C | 720,560 | (1) | (1) | Common Stock | 720,560 | $0.00 | 0 | I | By Yucca (Jersey) SLP(5) | |||
| Series B Redeemable Convertible Preferred Stock | (1) | 08/02/2021 | C | 11,671,300 | (1) | (1) | Common Stock | 11,671,300 | $0.00 | 0 | I | By Index Ventures VI (Jersey) L.P.(3) | |||
| Series B Redeemable Convertible Preferred Stock | (1) | 08/02/2021 | C | 235,580 | (1) | (1) | Common Stock | 235,580 | $0.00 | 0 | I | By Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P.(4) | |||
| Series B Redeemable Convertible Preferred Stock | (1) | 08/02/2021 | C | 150,720 | (1) | (1) | Common Stock | 150,720 | $0.00 | 0 | I | By Yucca (Jersey) SLP(5) | |||
| Series C Redeemable Convertible Preferred Stock | (1) | 08/02/2021 | C | 7,156,340 | (1) | (1) | Common Stock | 7,156,340 | $0.00 | 0 | I | By Index Ventures Growth III (Jersey) L.P.(2) | |||
| Series C Redeemable Convertible Preferred Stock | (1) | 08/02/2021 | C | 108,960 | (1) | (1) | Common Stock | 108,960 | $0.00 | 0 | I | By Yucca (Jersey) SLP(5) | |||
| Tranche I Convertible Promissory Note | $26.6(8) | 08/02/2021 | C | $1,500,000 | (8) | (8) | Class A Common Stock | 57,984 | $0.00 | 0 | I | By Yucca (Jersey) SLP(5) | |||
| Tranche I Convertible Promissory Note | $26.6(8) | 08/02/2021 | C | $48,500,000 | (8) | (8) | Class A Common Stock | 1,874,816 | $0.00 | 0 | I | By Index Ventures Growth V (Jersey) L.P.(7) | |||
| Explanation of Responses: |
| 1. The Series A Redeemable Convertible Preferred Stock, Series B Redeemable Convertible Preferred Stock and Series C 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 securities are held by Index Ventures Growth III (Jersey) L.P. ("Index Growth III"). Index Venture Growth Associates III Limited ("IVGA III") is the managing general partner of Index Growth III. The Reporting Person is a partner within the Index Ventures group. Advisors within the Index Ventures group provide advice to each of Index Growth III, Index Ventures Growth V (Jersey), L.P. ("Index Growth V"), Index Ventures VI (Jersey) L.P. ("Index VI") and Index Ventures VI Parallel Entrepreneur Fund (Jersey), L.P. ("Index VI Parallel" and together with Index Growth III, Index Growth V and Index VI, the "Funds"). The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. |
| 3. The securities are held by Index Ventures VI (Jersey) L.P. ("Index VI"). Index Venture Associates VI Limited ("IVA VI") is the managing general partner of Index VI. The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. |
| 4. The securities are held by Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P. ("Index VI Parallel"). IVA VI is the managing general partner of Index VI Parallel. The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. |
| 5. The securities are held by Yucca (Jersey) SLP ("Yucca"). Yucca is the administrator of the Index co-investment vehicles that are contractually required to mirror the relevant Fund's investment in the issuer (in this case, Index Growth III, Index VI, Index VI Parallel and Index Growth V). The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. |
| 6. Immediately prior to the 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"). |
| 7. The securities are held by Index Ventures Growth V (Jersey), L.P. ("Index Growth V"). Index Venture Growth Associates V Limited ("IVGA V") is the managing general partner of Index Growth V. The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. |
| 8. Following the conversion of the Preferred Stock and the Reclassification, the principal amount of the Tranche I Convertible Promissory Note ("Convertible Note") (together with accrued interest thereon) automatically converted into Class A Common Stock at a conversion price equal to $26.60. The Convertible Note did not have a maturity date. The treatment of the Convertible Note in the IPO was exempt pursuant to Rule 16b-6 and Rule 16b-3. |
| Remarks: |
| /s/ Jan Hammer | 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. | ||