Baiju Bhatt 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)
08/02/2021

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
Common Stock	08/02/2021		J(1)		773,677	D	(1)	0	D
Class A Common Stock	08/02/2021		J(1)		773,677	A	(1)	773,677	D
Common Stock	08/02/2021		J(1)		60,791,600	D	(1)	0	I	By Living Trust
Class A Common Stock	08/02/2021		J(1)		60,791,600	A	(1)	60,791,600	I	By Living Trust
Class A Common Stock	08/02/2021		D(2)		60,791,600	D	(2)	0	I	By Living Trust
Common Stock	08/02/2021		J(1)		565,079	D	(1)	0	I	By Family Trust
Class A Common Stock	08/02/2021		J(1)		565,079	A	(1)	565,079	I	By Family Trust
Class A Common Stock	08/02/2021		D(2)		565,079	D	(2)	0	I	By Family Trust
Common Stock	08/02/2021		J(1)		1,720,944	D	(1)	0	I	By 2018 GRAT
Class A Common Stock	08/02/2021		J(1)		1,720,944	A	(1)	1,720,944	I	By 2018 GRAT
Class A Common Stock	08/02/2021		D(2)		1,720,944	D	(2)	0	I	By 2018 GRAT
Common Stock	08/02/2021		J(1)		2,000,000	D	(1)	0	I	By 2021 GRAT
Class A Common Stock	08/02/2021		J(1)		2,000,000	A	(1)	2,000,000	I	By 2021 GRAT
Class A Common Stock	08/02/2021		D(2)		2,000,000	D	(2)	0	I	By 2021 GRAT

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
Class B Common Stock	(3)	08/02/2021		A(2)		60,791,600		(3)	(3)	Class A Common Stock	60,791,600	(2)	60,791,600	I	By Living Trust
Class B Common Stock	(3)	08/02/2021		A(2)		565,079		(3)	(3)	Class A Common Stock	565,079	(2)	565,079	I	By Family Trust
Class B Common Stock	(3)	08/02/2021		A(2)		1,720,944		(3)	(3)	Class A Common Stock	1,720,944	(2)	1,720,944	I	By 2018 GRAT
Class B Common Stock	(3)	08/02/2021		A(2)		2,000,000		(3)	(3)	Class A Common Stock	2,000,000	(2)	2,000,000	I	By 2021 GRAT

Explanation of Responses:

1. Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock automatically converted into one share of Class A Common Stock upon the filing of the Amended and Restated Certificate of Incorporation of Robinhood Markets, Inc. ("Robinhood") immediately prior to the closing of Robinhood's initial public offering.

2. Shares of Class A Common Stock were exchanged with Robinhood for shares of Class B Common Stock on a one-for-one basis pursuant to the Exchange Agreement between the Reporting Person and Robinhood.

3. 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, (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.

Remarks:

	/s/ Christina Lai, attorney-in-fact for Baiju Bhatt	08/03/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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