Jan Hammer Form 3 Robinhood Markets / Jan Hammer ownership change

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^*

Hammer Jan

(Last)

(First)

(Middle)

ROBINHOOD MARKETS, INC.

85 WILLOW ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

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)

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

5. 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 Beneficially Owned
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	I	By Index Ventures VI (Jersey) L.P.⁽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)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Redeemable Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	55,798,140	⁽⁶⁾	I	By Index Ventures VI (Jersey) L.P.⁽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⁾	I	By Index Ventures VI (Jersey) L.P.⁽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⁾

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. The Reporting Person is a partner within the Index Ventures group. Advisors within the Index Ventures group provide advice to each of Index Growth III, Index Ventures Growth V (Jersey), L.P. ("Index Growth V"), Index Ventures VI (Jersey) L.P. ("Index VI") and Index Ventures VI Parallel Entrepreneur Fund (Jersey), L.P. ("Index VI Parallel" and together with Index Growth III, Index Growth V and Index VI, the "Funds"). The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

3. The securities are held by Index VI. Index Venture Associates VI Limited ("IVA VI") is the managing general partner of Index VI. The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

4. The securities are held by Index VI Parallel. IVA VI is the managing general partner of Index VI Parallel. The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

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). The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities 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 Growth V. Index Venture Growth Associates V Limited ("IVGA V") is the managing general partner of Index Growth V. The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Jan Hammer	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.

Jan Hammer Form 3Robinhood Markets / Jan Hammer ownership change