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) 12/01/2021 | ||||||||||||||||||||||||||
| 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 | ||||||
| Class A Common Stock | 12/01/2021 | M | 102,528 | A | (1) | 150,127 | D | |||
| Class A Common Stock | 12/01/2021 | F | 49,522(2) | D | $23.93 | 100,605 | D | |||
| Class A Common Stock | 12/02/2021 | S(3) | 27,182 | D | $23.8814(4) | 73,423 | D | |||
| 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 | ||||||||
| Restricted Stock Units | (1) | 12/01/2021 | M | 19,277 | (5) | 06/16/2027 | Class A Common Stock | 19,277(6) | $0 | 192,762 | D | ||||
| Restricted Stock Units | (1) | 12/01/2021 | M | 83,251 | (7) | 09/03/2027 | Class A Common Stock | 83,251(6) | $0 | 832,510 | D | ||||
| Explanation of Responses: |
| 1. Restricted stock units ("RSUs") convert into Class A Common Stock on a one-for-one basis upon vesting and settlement. |
| 2. Represents shares withheld by Robinhood Markets, Inc. ("Robinhood") to satisfy tax withholding obligations in connection with the vesting and settlement of 102,528 RSUs and does not represent a sale by the Reporting Person. |
| 3. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in July 2021. |
| 4. This transaction was executed in multiple trades during the day at prices ranging from $23.3700 to $24.2450. 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 trades were made. |
| 5. On June 16, 2020, the Reporting Person was granted 308,419 RSUs under Robinhood's 2020 Equity Incentive Plan (the "2020 plan"). 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 the Reporting Person's continued service with Robinhood through the applicable vesting date and subject to accelerated vesting in certain circumstances. On September 8, 2021, the RSU award was amended to move each subsequent vesting date to the first day of the calendar month in which it was otherwise scheduled to occur. |
| 6. The settlement transaction reported on this line represents RSUs that vested on November 1, 2021, for which Robinhood delayed settlement until the expiration of its initial public offering lock-up period. |
| 7. On September 3, 2020, the Reporting Person was granted 1,332,014 RSUs under the 2020 Plan. 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 the Reporting Person's continued service with Robinhood through the applicable vesting date and subject to accelerated vesting. On September 8, 2021, the RSU award was amended to move each subsequent vesting date to the first day of the calendar month in which it was otherwise scheduled to occur. |
| Remarks: |
| /s/ Christina Lai, attorney-in-fact for Daniel M. Gallagher, Jr. | 12/03/2021 | |
| ** 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. | ||