Christina Smedley Form 3 Robinhood Markets / Christina Smedley 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^*

Smedley Christina

(Last) (First) (Middle)

C/O ROBINHOOD MARKETS, INC.

85 WILLOW ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/28/2021

3. Issuer Name and Ticker or Trading Symbol
Robinhood Markets, Inc. [ HOOD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	12/09/2027	Common Stock(2)	760,000	(3)	D
Restricted Stock Units	(4)	03/10/2028	Common Stock(2)	258,065	(3)	D

Explanation of Responses:

1. On December 9, 2020, the Reporting Rerson was granted 760,000 restricted stock units ("RSUs") under the Robinhood Markets, Inc. ("Robinhood") 2020 Equity Incentive Plan (the "2020 Plan"). Subject to accelerated vesting in certain circumstances, one-fourth (1/4) of these RSUs are scheduled to vest on September 1, 2021, with the remainder scheduled to vest in twelve (12) equal quarterly installments thereafter, in each case subject to (a) the Reporting Person's continued service with Robinhood through the applicable vesting date and (b) the occurrence of a liquidity event, which was satisfied upon the effectiveness of Robinhood's initial public offering ("IPO") registration statement on Form S-1 ("Liquidity Event").

2. Shares of Common Stock will automatically be reclassified as shares of Class A Common Stock on a 1-for-1 basis upon the filing of Robinhood's Amended and Restated Certificate of Incorporation just prior to the closing of Robinhood's IPO.

3. RSUs convert into Common Stock on a one-for-one basis upon vesting and settlement.

4. On March 10, 2021, the Reporting Person was granted 258,065 RSUs under the 2020 Plan. Subject to accelerated vesting in certain circumstances, one-fourth (1/4) of these RSUs are scheduled to vest on January 1, 2022, with the remainder scheduled to vest in twelve (12) equal quarterly installments thereafter, in each case subject to (a) the Reporting Person's continued service with Robinhood through the applicable vesting date and (b) the occurrence of a Liquidity Event.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Christina Lai, attorney-in-fact for Christina Smedley	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).
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