SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 07/28/2021 | 3. Issuer Name and Ticker or Trading Symbol Robinhood Markets, Inc. [ HOOD ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Restricted Stock Units | (1) | 10/08/2026 | Common Stock(2) | 40,055 | (3) | D | |
Restricted Stock Units | (4) | 06/16/2027 | Common Stock(2) | 308,419 | (3) | D | |
Employee Stock Option (right to buy) | (5) | 07/05/2030 | Common Stock(2) | 264,360 | 10.24 | D | |
Restricted Stock Units | (6) | 09/03/2027 | Common Stock(2) | 1,332,014 | (3) | D | |
Restricted Stock Units | (7) | 12/09/2027 | Common Stock(2) | 270,968 | (3) | D |
Explanation of Responses: |
1. On October 8, 2019, the Reporting Person was granted 40,055 restricted stock units ("RSUs") under the Robinhood Markets, Inc. ("Robinhood") Amended and Restated 2013 Stock Plan (the "2013 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 initial public offering ("IPO") registration statement on Form S-1 ("Liquidity Event"). |
2. 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 Robinhood's Amended and Restated Certificate of Incorporation immediately prior to the closing of Robinhood's IPO. |
3. RSUs convert into Common Stock on a one-for-one basis upon vesting and settlement. |
4. 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. |
5. On July 6, 2020, the Reporting Person was granted an option to purchase 264,360 shares of Common Stock under the 2020 Plan. This option vested and became exercisable as to one-fourth (1/4) of those shares on May 12, 2021, with the remainder scheduled to vest and become exercisable in twelve (12) equal quarterly installments thereafter, subject to the Reporting Person's continued service with Robinhood through the applicable vesting date and subject to accelerated vesting in certain circumstances. |
6. 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. |
7. 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: |
Exhibit List: Exhibit 24 - Power of Attorney |
/s/ Christina Lai, attorney-in-fact for Daniel M. Gallagher, Jr. | 07/29/2021 | |
** 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 5 (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. |