| 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) 07/29/2021 | 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) |
| Common Stock(1) | 3,140,180 | I | By Index Ventures Growth III (Jersey), L.P.(2) |
| Common Stock(1) | 2,552,640 | D(3) | |
| Common Stock(1) | 51,520 | I | By Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P.(4) |
| Common Stock(1) | 80,780 | I | By Yucca (Jersey) SLP(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 | ||||
| Series A Redeemable Convertible Preferred Stock | (6) | (6) | Common Stock(1) | 55,798,140 | (6) | D(3) | |
| Series A Redeemable Convertible Preferred Stock | (6) | (6) | Common Stock(1) | 1,126,280 | (6) | I | By Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P.(4) |
| Series A Redeemable Convertible Preferred Stock | (6) | (6) | Common Stock(1) | 720,560 | (6) | I | By Yucca (Jersey) SLP(5) |
| Series B Redeemable Convertible Preferred Stock | (6) | (6) | Common Stock(1) | 11,671,300 | (6) | D(3) | |
| Series B Redeemable Convertible Preferred Stock | (6) | (6) | Common Stock(1) | 235,580 | (6) | I | By Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P.(4) |
| Series B Redeemable Convertible Preferred Stock | (6) | (6) | Common Stock(1) | 150,720 | (6) | I | By Yucca (Jersey) SLP(5) |
| Series C Redeemable Convertible Preferred Stock | (6) | (6) | Common Stock(1) | 7,156,340 | (6) | I | By Index Ventures Growth III (Jersey), L.P.(2) |
| Series C Redeemable Convertible Preferred Stock | (6) | (6) | Common Stock(1) | 108,960 | (6) | I | By Yucca (Jersey) SLP(5) |
| Tranche I Convertible Promissory Note | (8) | (7) | Common Stock(1) | 56,390(1)(7) | 26.6(8) | I | By Yucca (Jersey) SLP(5) |
| Tranche I Convertible Promissory Note | (8) | (7) | Common Stock(1) | 1,823,308(1)(7) | 26.6(8) | I | By Index Ventures Growth V (Jersey) L.P.(9) |
| Warrants to Purchase Stock | (8) | 02/12/2031 | Common Stock(1) | 8,458 | 26.6(8) | I | By Yucca (Jersey) SLP(5) |
| Warrants to Purchase Stock | (8) | 02/12/2031 | Common Stock(1) | 273,496 | 26.6(8) | I | By Index Ventures Growth V (Jersey) L.P.(9) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Immediately prior to closing of the Issuer's initial public offering ("IPO"), the shares of Series A Redeemable Convertible Preferred Stock, Series B Redeemable Convertible Preferred Stock and Series C Redeemable Convertible Preferred Stock (collectively, the "Preferred Stock") will automatically convert into shares of Common Stock. Immediately following such conversion but prior to closing of the IPO, the shares of Common Stock will be reclassified into Class A Common Stock on a one-for-one basis (the "Reclassification"). |
| 2. The securities are held by Index Ventures Growth III (Jersey) L.P. ("Index Growth III"). Index Venture Growth Associates III Limited ("IVGA III") is the managing general partner of Index Growth III and disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any. |
| 3. The securities are held by Index Ventures VI (Jersey) L.P. ("Index VI"). Index Venture Associates VI Limited ("IVA VI") is the managing general partner of Index VI and disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any. |
| 4. The securities are held by Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P. ("Index VI Parallel"). IVA VI is the managing general partner of Index VI Parallel and disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any. |
| 5. The securities are held by Yucca (Jersey) SLP ("Yucca"). Yucca is the administrator of the Index co-investment vehicles that are contractually required to mirror the relevant Fund's investment in the issuer (in this case, Index Growth III, Index VI, Index VI Parallel and Index Growth V). Each of IVGA III, IVA VI and IVGA V disclaims Section 16 beneficial ownership of such shares except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by them for Section 16 or any other purpose. |
| 6. These shares of Preferred Stock are convertible into Common Stock at the option of the holder, and will automatically convert into the number of shares shown in column 3 immediately prior to closing of the IPO. The Preferred Stock has no expiration date. |
| 7. Following the conversion of the Preferred Stock and the Reclassification, the principal amount of the Convertible Note (together with accrued interest thereon) will convert upon the closing of the IPO into Class A Common Stock at a conversion price equal to $26.60. The Convertible Notes do not have a maturity date. The number of shares reported in Column 3 represents the principal amount divided by the conversion price, and the ultimate conversion amount will include additional shares representing accrued interest. |
| 8. The Convertible Notes and Warrants were initially issued on February 12, 2021 and contained various predetermined and automatic adjustment provisions contingent upon the occurrence of specified events. As a result of the IPO pricing, the ultimate conversion or exercise price, as applicable, became fixed at $26.60, contingent upon closing of the IPO. Upon closing of the IPO, the Warrants will become exercisable for shares of Class A Common Stock. |
| 9. The securities are held by Index Ventures Growth V (Jersey), L.P. ("Index Growth V"). Index Venture Growth Associates V Limited ("IVGA V") is the managing general partner of Index Growth V and disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any. |
| Remarks: |
| Jan Hammer, a Partner at Index Ventures, has been deputized to represent the Reporting Persons on the board of directors of the Issuer. By virtue of Mr. Hammer's representation, for purposes of Section 16 of the Securities Exchange Act of 1934, each of the Reporting Persons may be deemed directors by deputization of the Issuer. Mr. Hammer has filed a separate Section 16 report disclosing securities of the Issuer that he may be deemed to beneficially own for Section 16 purposes. |
| Index Ventures VI (Jersey) L.P., By: Index Venture Associates VI Limited, as Managing General Partner, By: /s/ Matthew Miles, Alternate Director | 07/29/2021 | |
| Index Ventures Growth III (Jersey), LP, By: Index Venture Growth Associates III Limited, as Managing General Partner, By: /s/ Matthew Miles, Alternate Director | 07/29/2021 | |
| Index Venture Growth Associates III Limited, By: /s/ Matthew Miles, Alternate Director | 07/29/2021 | |
| Index Ventures Growth V (Jersey), LP, By: Index Venture Growth Associates V Limited, as Managing General Partner, By: /s/ Matthew Miles, Alternate Director | 07/29/2021 | |
| Index Venture Growth Associates V Limited, By: /s/ Matthew Miles, Alternate Director | 07/29/2021 | |
| Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P., By: Index Venture Associates VI Limited, as Managing General Partner, By: /s/ Matthew Miles, Alternate Director | 07/29/2021 | |
| Index Venture Associates VI Limited, By: /s/ Matthew Miles, Alternate Director | 07/29/2021 | |
| Yucca (Jersey) SLP, By: Intertrust Employee Benefit Services Limited, as authorized signatory of Yucca (Jersey) SLP in its capacity as Administrator of the Index Co-Investment Scheme, By: /s/ Genesis Perez, /s/ Luke Aubert, Its: Auth. Signatories | 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. | ||
