| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 3
)*
|
Robinhood Markets, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
770700102 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 770700102 |
| 1 | Names of Reporting Persons Bullfrog Capital, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,634,401.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Shares directly owned by Bullfrog Capital, L.P. ("Bullfrog") for itself and as nominee for Bullfrog Founder Fund, L.P. ("Bullfrog FF"), including 1,405,827 shares underlying warrants exercisable within 60 days of December 31, 2024. Bullfrog Capital GP, L.P. ("BF GP"), the general partner of Bullfrog and Bullfrog FF, Bullfrog Capital GP, Ltd. ("BF UGP"), the general partner of BF GP, and Meyer Malka ("Malka"), the sole director of BF UGP, may be deemed to have sole power to vote and dispose of these shares. The percent of class was calculated based on 763,562,814 shares of Class A Common Stock outstanding as of October 24, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2024. Assumes the conversion shares underlying warrants held by the Reporting Person into Common Stock.
SCHEDULE 13G |
| CUSIP No. | 770700102 |
| 1 | Names of Reporting Persons RH-N Bullfrog Opportunity I, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,422,610.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
Shares directly owned by RH-N Bullfrog Opportunity I, LLC ("RH-N"), including 1,422,603 shares underlying warrants exercisable within 60 days of December 31, 2024. BF GP, the managing member of RH-N, BF UGP, the general partner of BF GP, and Malka, the sole director of BF UGP, may be deemed to have sole power to vote and dispose of these shares. The percent of class was calculated based on 763,562,814 shares of Class A Common Stock outstanding as of October 24, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2024. Assumes the conversion shares underlying warrants held by the Reporting Person into Common Stock.
SCHEDULE 13G |
| CUSIP No. | 770700102 |
| 1 | Names of Reporting Persons Bullfrog Capital GP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 6,057,011.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
4,634,401 shares are directly owned by Bullfrog, for itself and as nominee for Bullfrog FF, and 1,422,610 shares are directly owned by RH-N, including an aggregate of 2,828,430 shares underlying warrants exercisable within 60 days of December 31, 2024. BF GP, the general partner of Bullfrog and Bullfrog FF and the managing member of RH-N, BF UGP, the general partner of BF GP, and Malka, the sole director of BF UGP, may be deemed to have sole power to vote and dispose of these shares. The percent of class was calculated based on 763,562,814 shares of Class A Common Stock outstanding as of October 24, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2024. Assumes the conversion shares underlying warrants held by the Reporting Person into Common Stock.
SCHEDULE 13G |
| CUSIP No. | 770700102 |
| 1 | Names of Reporting Persons Bullfrog Capital GP, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 6,057,011.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
4,634,401 shares are directly owned by Bullfrog, for itself and as nominee for Bullfrog FF, and 1,422,610 shares are directly owned by RH-N, including an aggregate of 2,828,430 shares underlying warrants exercisable within 60 days of December 31, 2024. BF GP, the general partner of Bullfrog and Bullfrog FF and the managing member of RH-N, BF UGP, the general partner of BF GP, and Malka, the sole director of BF UGP, may be deemed to have sole power to vote and dispose of these shares. The percent of class was calculated based on 763,562,814 shares of Class A Common Stock outstanding as of October 24, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2024. Assumes the conversion shares underlying warrants held by the Reporting Person into Common Stock.
SCHEDULE 13G |
| CUSIP No. | 770700102 |
| 1 | Names of Reporting Persons RH Ribbit Opportunity II, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2,880.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
Shares directly owned by RH Ribbit Opportunity II, LLC ("RH II"). Ribbit Capital GP II, L.P. ("GP II"), the managing member of RH II, Ribbit Capital GP II, Ltd. ("UGP II"), the general partner of GP II, and Malka, the sole director of UGP II, may be deemed to have sole power to vote and dispose of these shares. The percent of class was calculated based on 763,562,814 shares of Class A Common Stock outstanding as of October 24, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2024.
SCHEDULE 13G |
| CUSIP No. | 770700102 |
| 1 | Names of Reporting Persons RH-D Ribbit Opportunity II, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 3,231.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
Shares directly owned by RH-D Ribbit Opportunity II, LLC ("RH-D"). GP II, the managing member of RH-D, UGP II, the general partner of GP II, and Malka, the sole director of UGP II, may be deemed to have sole power to vote and dispose of these shares. The percent of class was calculated based on 763,562,814 shares of Class A Common Stock outstanding as of October 24, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2024.
SCHEDULE 13G |
| CUSIP No. | 770700102 |
| 1 | Names of Reporting Persons RH-E Ribbit Opportunity II, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2,114.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
Shares directly owned by RH-E Ribbit Opportunity II, LLC ("RH-E"). GP II, the managing member of RH-E, UGP II, the general partner of GP II, and Malka, the sole director of UGP II, may be deemed to have sole power to vote and dispose of these shares. The percent of class was calculated based on 763,562,814 shares of Class A Common Stock outstanding as of October 24, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2024.
SCHEDULE 13G |
| CUSIP No. | 770700102 |
| 1 | Names of Reporting Persons Ribbit Capital II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 33,471.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Shares directly owned by Ribbit Capital II, L.P. ("Fund II") for itself and as nominee for Ribbit Founder Fund II, L.P. ("FF II"). GP II, the general partner of Fund II, UGP II, the general partner of GP II, and Malka, the sole director of UGP II, may be deemed to have sole power to vote and dispose of these shares. The percent of class was calculated based on 763,562,814 shares of Class A Common Stock outstanding as of October 24, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2024.
SCHEDULE 13G |
| CUSIP No. | 770700102 |
| 1 | Names of Reporting Persons Ribbit Capital GP II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 41,696.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
2,880 shares are directly owned by RH II, 3,231 shares are directly owned by RH-D, 2,114 shares are directly owned by RH-E and 33,471 shares are directly owned by Fund II, for itself and as nominee for FF II. GP II, the general partner of Fund II and FF II and the managing member of RH II, RH-D and RH-E, UGP II, the general partner of GP II, and Malka, the sole director of UGP II, may be deemed to have sole power to vote and dispose of these shares. The percent of class was calculated based on 763,562,814 shares of Class A Common Stock outstanding as of October 24, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2024.
SCHEDULE 13G |
| CUSIP No. | 770700102 |
| 1 | Names of Reporting Persons Ribbit Capital GP II, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 41,696.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
2,880 shares are directly owned by RH II, 3,231 shares are directly owned by RH-D, 2,114 shares are directly owned by RH-E and 33,471 shares are directly owned by Fund II, for itself and as nominee for FF II. UGP II is the general partner of GP II, which is the general partner of Fund II and FF II and the managing member of RH II, RH-D and RH-E, and Malka, the sole director of UGP II, may be deemed to have sole power to vote and dispose of these shares. The percent of class was calculated based on 763,562,814 shares of Class A Common Stock outstanding as of October 24, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2024.
SCHEDULE 13G |
| CUSIP No. | 770700102 |
| 1 | Names of Reporting Persons Ribbit Capital III, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 5,757.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Shares directly owned by Ribbit Capital III, L.P. ("Fund III") for itself and as nominee for Ribbit Founder Fund III, L.P. ("FF III"). Ribbit Capital GP III, L.P. ("GP III") the general partner of Fund III and FF II, Ribbit Capital GP III, Ltd. ("UGP III"), the general partner of GP III, and Malka, the sole director of UGP III, may be deemed to have sole power to vote and dispose of these shares. The percent of class was calculated based on 763,562,814 shares of Class A Common Stock outstanding as of October 24, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2024.
SCHEDULE 13G |
| CUSIP No. | 770700102 |
| 1 | Names of Reporting Persons Ribbit Capital GP III, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 5,757.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Shares directly owned by Fund III for itself and as nominee for FF III. GP III, the general partner of Fund III and FF III, UGP III, the general partner of GP III, and Malka, the sole director of UGP III, may be deemed to have sole power to vote and dispose of these shares. The percent of class was calculated based on 763,562,814 shares of Class A Common Stock outstanding as of October 24, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2024.
SCHEDULE 13G |
| CUSIP No. | 770700102 |
| 1 | Names of Reporting Persons Ribbit Capital GP III, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 5,757.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
Shares directly owned by Fund III for itself and as nominee for FF III. UGP III is the general partner of GP III, which is the general partner of Fund III and FF III. UGP III and Malka, the sole director of UGP III, may be deemed to have sole power to vote and dispose of these shares. The percent of class was calculated based on 763,562,814 shares of Class A Common Stock outstanding as of October 24, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2024.
SCHEDULE 13G |
| CUSIP No. | 770700102 |
| 1 | Names of Reporting Persons Ribbit Management Company, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| CUSIP No. | 770700102 |
| 1 | Names of Reporting Persons Meyer Malka | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 11,431,191.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 1.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
24,502 shares are directly owned by Malka, 102,183 shares are directly owned by Tibbir Holdings LLC, of which Malka serves as investment manager, 3,936,288 shares are directly owned by the Malka Kleiner Revocable Trust dated July 16, 2012, of which Malka serves as trustee, one share is directly owned by the Tibbir Trust and 421,251 shares are held by each of the Aphrodite MM Trust, the Aphrodite EM Trust and the Aphrodite SM Trust, of which Malka's immediate family member serves as trustee, 4,634,401 shares are directly owned by Bullfrog for itself and as nominee for Bullfrog FF, including 1,405,827 shares underlying warrants exercisable within 60 days of December 31, 2024, 1,422,610 shares are directly owned by RH-N, including 1,422,603 shares underlying warrants exercisable within 60 days of December 31, 2024, 2,880 shares are directly owned by RH, 3,231 shares are directly owned by RH-D, 2,114 shares are directly owned, 33,471 shares are directly owned by Fund II for itself and as nominee for FF II and 5,757 shares are directly owned by Fund III for itself and as nominee for FF III. Malka is the sole director of UGP II, which is the general partner of GP III, which is the general partner of Fund III and FF III, Malka is the sole director of UGP II, which is the general partner of GP II, which is the general partner of Fund II and FF II and the managing member of RH-D, RH-E and RH II and Malka is the sole director of BF UGP, which is the general partner of BF GP, which is the general partner of Bullfrog and Bullfrog FF and the managing member of RH-N.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Robinhood Markets, Inc. | |
| (b) | Address of issuer's principal executive
offices: 85 WILLOW STREET MENLO PARK, CA, 94025 | |
| Item 2. | ||
| (a) | Name of person filing: This Schedule 13G is filed by Bullfrog Capital, L.P., a Cayman Islands exempted limited partnership ("Bullfrog"), RH-N Bullfrog Opportunity I, LLC, a Delaware limited liability company ("RH-N"), Bullfrog Capital GP, L.P., a Cayman Islands exempted limited partnership ("BF GP"), Bullfrog Capital GP, Ltd., a Cayman Islands limited company ("BF UGP"), RH Ribbit Opportunity II, LLC, a Delaware limited liability company ("RH II"), RH-D Ribbit Opportunity II, LLC, a Delaware limited liability company ("RH-D"), RH-E Ribbit Opportunity II, LLC, a Delaware limited liability company ("RH-E"), Ribbit Capital II, L.P., a Cayman Islands exempted limited partnership ("Fund II"), Ribbit Capital GP II, L.P., a Cayman Islands exempted limited partnership ("GP II"), Ribbit Capital GP II, Ltd., a Cayman Islands limited company ("UGP II"), Ribbit Capital III, L.P., a Cayman Islands exempted limited partnership ("Fund III"), Ribbit Capital GP III, L.P., a Cayman Islands exempted limited partnership ("GP III"), Ribbit Capital GP III, Ltd., a Cayman Islands limited company ("UGP III"), Ribbit Management Company, LLC, a Delaware limited liability company ("Ribbit Management") and Meyer Malka ("Malka"). The foregoing entities and individuals are collectively referred to as the "Reporting Persons." | |
| (b) | Address or principal business office or, if
none, residence: The address for each of the Reporting Persons is:
c/o Ribbit Capital Management
364 University Avenue
Palo Alto, California 94301 | |
| (c) | Citizenship: The citizenship or place of organization of each of the Reporting Persons is set forth on such Reporting Person's cover page. | |
| (d) | Title of class of securities: Class A Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.: 770700102 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: See Row 9 of cover page for each Reporting Person. | |
| (b) | Percent of class: See Row 11 of cover page for each Reporting Person. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person. | ||
| (ii) Shared power to vote or to direct the
vote: See Row 6 of cover page for each Reporting Person. | ||
| (iii) Sole power to dispose or to direct the
disposition of: See Row 7 of cover page for each Reporting Person. | ||
| (iv) Shared power to dispose or to direct the
disposition of: See Row 8 of cover page for each Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
Bullfrog Founder Fund, L.P. ("Bullfrog FF"), Ribbit Founder Fund II, L.P. ("FF II") and Ribbit Founder Fund III, L.P. ("FF III") have ownership interests in the shares of Common Stock held directly by Bullfrog, Fund II and Fund III, respectively, but do not own shares of Common Stock directly and do not have voting or dispositive power over the shares held directly by Bullfrog, Fund II or Fund III. Under certain circumstances, set forth in the limited partnership agreements of Fund II, FF II, Fund III, FF III, Bullfrog, Bullfrog FF, GP II, GP III, and BF GP, the limited liability company agreements of RH-N, RH II, RH-D, RH-E and the memorandum and articles of association of UGP II, UGP III and BF UGP, the general and limited partners, members or directors, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer directly or indirectly owned by each such entity of which they are a general partner, limited partner, member or director. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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