Robinhood Markets (HOOD) Form 4 Robinhood Markets / Christopher D Payne 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^*

Payne Christopher D

(Last) (First) (Middle)

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2024

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								10	D

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	(1)	12/16/2024	(2)	A		5,208		(3)	(3)	Class A Common Stock	5,208	$0	5,208	D
Restricted Stock Units	(1)	12/16/2024	(4)	A		2,739		(5)	(5)	Class A Common Stock	2,739	$0	2,739	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. This RSU award represent the Reporting Person's initial equity grant pursuant to the Non-Employee Director Compensation Program and was granted automatically on the date the Reporting Person joined the Board of Directors (the "Board") of Robinhood Markets, Inc. ("Robinhood").

3. On December 16, 2024, the Reporting Person was granted 5,208 RSUs under Robinhood's 2021 Omnibus Incentive Plan (the "2021 Plan"). One-twelfth (1/12) of these RSUs are scheduled to vest on April 1, 2025, with the remainder scheduled to vest in eleven (11) 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. Pursuant to a deferral election, vested shares will be delivered to the Reporting Person upon the earliest to occur of (1) 1/1/2035, (2) his death or disability, or (3) a change in control of Robinhood.

4. This RSU award represents the Reporting Person's pro-rated annual grant pursuant to the Non-Employee Director Compensation Program and was granted automatically on the date the Reporting Person joined the Board.

5. On December 16, 2024, the Reporting Person was granted 2,739 RSUs under the 2021 Plan. Of that amount, 222 RSUs are scheduled to vest on January 1, 2025, 1,251 RSUs are scheduled to vest on April 1, 2025 and 1,266 RSUs are scheduled to vest on July 1, 2025 (or, if earlier, the day before Robinhood's next annual meeting of stockholders), 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. Pursuant to a deferral election, vested shares will be delivered to the Reporting Person upon the earliest to occur of (1) 1/1/2035, (2) his death or disability, or (3) a change in control of Robinhood.

Remarks:

	/s/Brandon Webb, attorney-in-fact for Christopher D. Payne	12/18/2024
	** 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.