Robinhood Markets (HOOD) Form 4 Robinhood Markets / SCOTT D SANDELL 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

SANDELL SCOTT D

(Last) (First) (Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM MD 21093

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

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)

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	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)
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:

	/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.