Robinhood Markets (HOOD) Form 4 Robinhood Markets / Baiju Bhatt 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

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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^*

Bhatt Baiju

(Last) (First) (Middle)

C/O ROBINHOOD MARKETS, INC.

85 WILLOW ROAD

(Street)

MENLO PARK CA 94025

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

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2022

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
Class A Common Stock	12/16/2021		G(1)	V	2,200,000	D	$0	0(2)	D
Class A Common Stock	02/01/2022		M		239,134	A	(3)	239,134	D
Class A Common Stock	02/02/2022		S(4)		113,479	D	$14.0915(5)	125,655	D
Class A Common Stock								1,012,254(2)	I	By Living Trust

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
Restricted Stock Units	(3)	02/01/2022		M			181,502	(6)	10/08/2026	Class A Common Stock	181,502	$0	363,003	D
Market-Based Performance Stock Units	(3)	02/01/2022		M			57,632	(7)	12/31/2025	Class A Common Stock	57,632	$0	11,641,790	D
Class B Common Stock	(8)							(8)	(8)	Class A Common Stock	1,616,456		1,616,456(9)	I	By 2018 GRAT
Class B Common Stock	(8)							(8)	(8)	Class A Common Stock	58,696,088		58,696,088(9)	I	By Living Trust
Class B Common Stock	(8)							(8)	(8)	Class A Common Stock	0.0		0(10)	I	By Family Trust
Class B Common Stock	(8)							(8)	(8)	Class A Common Stock	565,079		565,079(10)	I	By Family LLC
Class B Common Stock	(8)							(8)	(8)	Class A Common Stock	2,000,000		2,000,000	I	By 2021 GRAT

Explanation of Responses:

1. On December 16, 2021, the Reporting Person donated 2,200,000 shares of Class A Common Stock to a donor advised fund. The donation was made pursuant to a Rule 10b5-1 instruction adopted by the Reporting Person on September 3, 2021.

2. Reflects the prior transfer of 2,200,000 shares of Class A Common Stock to the Reporting Person from his Living Trust, which transfer effected only a change in the form of beneficial ownership and did not result in any change in the Reporting Person's pecuniary interest in such shares.

3. Restricted stock units ("RSUs") and performance stock units ("PSUs") convert into Class A Common Stock on a one-for-one basis upon vesting and settlement.

4. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in July 2021, which provides for an automatic sale of a sufficient number of shares to cover the tax withholding liability associated with the vesting and settlement of the 239,134 RSUs and PSUs reported above

5. This transaction was executed in multiple trades during the day at prices ranging from $13.56 to $14.85. 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.

6. On October 8, 2019, the Reporting Person was granted 2,904,024 RSUs under the Robinhood Markets, Inc. ("Robinhood") Amended and Restated 2013 Stock Plan (the "2013 Plan"). One-fourth (1/4) of these RSUs were scheduled to vest on August 1, 2019, 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.

7. On October 8, 2019, the Reporting Person was granted 13,831,829 market-based PSUs under the 2013 Plan, which award was amended and restated on May 26, 2021. Subject to accelerated vesting in certain circumstances, portions of the award become eligible to vest based on satisfaction of share-price goals of $30.45 (20% portion), $50.75 (30% portion), and $101.50 (50% portion). These goals were initially tested based on Robinhood's initial public offering ("IPO") price, and thereafter are tested based on its trailing 60-trading-day average daily VWAP. When a share-price goal is achieved, half of the PSUs allocated to that level vest immediately, with the other half of the PSUs allocated to that level vesting in accordance with a time-based service schedule in twenty-four (24) equal quarterly installments from a vesting commencement date of August 1, 2018 through August 1, 2024, subject to the Reporting Person's continued service with Robinhood through the applicable vesting date.

8. Shares of Class B Common Stock are convertible into Class A Common Stock on a one-for-one basis (a) at the holder's election at any time, (b) upon certain transfers of such shares, or (c) in connection with the holder's death or disability in certain circumstances and, if not previously converted, will so convert at the earlier of (i) certain dates determined either by a vote of the holders of the shares of Class B Common Stock or by Robinhood's Board of Directors as described in Robinhood's Amended and Restated Certificate of Incorporation or (ii) August 2, 2036.

9. Reflects the prior transfer of 104,488 shares of Class B Common Stock from the Reporting Person's 2018 GRAT to the Reporting Person's Living Trust, which transfer effected only a change in the form of beneficial ownership and did not result in any change in the Reporting Person's pecuniary interest in such shares.

10. Reflects the prior transfer of 565,079 shares of Class B Common Stock from the Reporting Person's Family Trust to the Reporting Person's Family LLC, which transfer effected only a change in the form of beneficial ownership and did not result in any change in the Reporting Person's pecuniary interest in such shares.

Remarks:

	/s/ Brandon Webb, attorney-in-fact for Baiju Bhatt	02/03/2022
	** 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).
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