Sec Form 13D Filing - New Enterprise Associates 15 L.P. filing for Robinhood Markets Inc. (HOOD) - 2021-08-26

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. __ )*

 

 

Robinhood Markets, Inc.

(Name of Issuer)

Class A Common Stock, $.0001 par value

(Title of Class of Securities)

770700102

(CUSIP Number)

Louis S. Citron, Esq.

New Enterprise Associates

1954 Greenspring Drive, Suite 600, Timonium, MD 21093

(410) 842-4000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

August 2, 2021

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 770700102

13D

Page 2 of 25 Pages

 

1.		NAMES OF REPORTING PERSONS.   New Enterprise Associates 17, L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)		(a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)    WC
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER   0 Shares
		8.		SHARED VOTING POWER   74,790,858 shares
		9.		SOLE DISPOSITIVE POWER   0 Shares
		10.		SHARED DISPOSITIVE POWER   74,790,858 shares

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   74,790,858 shares
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)		☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    10.3%
14.		TYPE OF REPORTING PERSON (see instructions)     PN

 

CUSIP No. 770700102

13D

Page 3 of 25 Pages

 

1.		NAMES OF REPORTING PERSONS.   NEA Partners 17, L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)		(a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)    AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER   0 Shares
		8.		SHARED VOTING POWER   74,790,858 shares
		9.		SOLE DISPOSITIVE POWER   0 Shares
		10.		SHARED DISPOSITIVE POWER   74,790,858 shares

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   74,790,858 shares
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)		☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    10.3%
14.		TYPE OF REPORTING PERSON (see instructions)     PN

 

 

 

CUSIP No. 770700102

13D

Page 4 of 25 Pages

 

1.		NAMES OF REPORTING PERSONS.   NEA 17 GP, LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)		(a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)    AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER   0 Shares
		8.		SHARED VOTING POWER   74,790,858 shares
		9.		SOLE DISPOSITIVE POWER   0 Shares
		10.		SHARED DISPOSITIVE POWER   74,790,858 shares

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   74,790,858 shares
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)		☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    10.3%
14.		TYPE OF REPORTING PERSON (see instructions)     OO

 

 

 

CUSIP No. 770700102

13D

Page 5 of 25 Pages

 

1.		NAMES OF REPORTING PERSONS.   New Enterprise Associates 15, L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)		(a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)    WC
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER   0 Shares
		8.		SHARED VOTING POWER   74,790,858 shares
		9.		SOLE DISPOSITIVE POWER   0 Shares
		10.		SHARED DISPOSITIVE POWER   74,790,858 shares

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   74,790,858 shares
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)		☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    10.3%
14.		TYPE OF REPORTING PERSON (see instructions)     PN

 

 

CUSIP No. 770700102

13D

Page 6 of 25 Pages

 

1.		NAMES OF REPORTING PERSONS.   NEA Partners 15, L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)		(a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)    AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER   0 Shares
		8.		SHARED VOTING POWER   74,790,858 shares
		9.		SOLE DISPOSITIVE POWER   0 Shares
		10.		SHARED DISPOSITIVE POWER   74,790,858 shares

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   74,790,858 shares
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)		☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    10.3%
14.		TYPE OF REPORTING PERSON (see instructions)     PN

 

 

 

CUSIP No. 770700102

13D

Page 7 of 25 Pages

 

1.		NAMES OF REPORTING PERSONS.   NEA 15 GP, LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)		(a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)    AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER   0 Shares
		8.		SHARED VOTING POWER   74,790,858 shares
		9.		SOLE DISPOSITIVE POWER   0 Shares
		10.		SHARED DISPOSITIVE POWER       74,790,858 shares

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       74,790,858 shares
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)		☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    10.3%
14.		TYPE OF REPORTING PERSON (see instructions)     OO

 

 

 

CUSIP No. 770700102

13D

Page 8 of 25 Pages

 

1.		NAMES OF REPORTING PERSONS.   Forest Baskett
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)		(a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)    AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VO TING POWER   0 shares
		8.		SHARED VOTING POWER   74,790,858 shares
		9.		SOLE DISPOSITIVE POWER   0 shares
		10.		SHARED DISPOSITIVE POWER   74,790,858 shares

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   74,790,858 shares
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)		☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    10.3%
14.		TYPE OF REPORTING PERSON (see instructions)     IN

 

 

CUSIP No. 770700102

13D

Page 9 of 25 Pages

 

1.		NAMES OF REPORTING PERSONS.   Anthony A. Florence, Jr.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)		(a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)    AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER   0 Shares
		8.		SHARED VOTING POWER   74,790,858 shares
		9.		SOLE DISPOSITIVE POWER   0 Shares
		10.		SHARED DISPOSITIVE POWER   74,790,858 shares

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   74,790,858 shares
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)		☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    10.3%
14.		TYPE OF REPORTING PERSON (see instructions)     IN

 

CUSIP No. 770700102

13D

Page 10 of 25 Pages

 

1.		NAMES OF REPORTING PERSONS.   Mohamad H. Makhzoumi
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)		(a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)    AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER   0 Shares
		8.		SHARED VOTING POWER   74,790,858 shares
		9.		SOLE DISPOSITIVE POWER   0 Shares
		10.		SHARED DISPOSITIVE POWER   74,790,858 shares

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   74,790,858 shares
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)		☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    10.3%
14.		TYPE OF REPORTING PERSON (see instructions)     IN

 

 

CUSIP No. 770700102

13D

Page 11 of 25 Pages

 

1.		NAMES OF REPORTING PERSONS.   Scott D. Sandell
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)		(a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)    AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER   0 Shares
		8.		SHARED VOTING POWER   74,790,858 shares
		9.		SOLE DISPOSITIVE POWER   0 Shares
		10.		SHARED DISPOSITIVE POWER   74,790,858 shares

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   74,790,858 shares
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)		☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    10.3%
14.		TYPE OF REPORTING PERSON (see instructions)     IN

 

 

CUSIP No. 770700102

13D

Page 12 of 25 Pages

 

1.		NAMES OF REPORTING PERSONS.   Peter W. Sonsini
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)		(a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)    AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER   0 Shares
		8.		SHARED VOTING POWER   74,790,858 shares
		9.		SOLE DISPOSITIVE POWER   0 Shares
		10.		SHARED DISPOSITIVE POWER   74,790,858 shares

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   74,790,858 shares
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)		☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    10.3%
14.		TYPE OF REPORTING PERSON (see instructions)     IN

 

CUSIP No. 770700102

13D

Page 13 of 25 Pages

 

Item 1.

Security and Issuer.

 

This Schedule 13D relates to the Class A common stock, $.0001 par value (the “Common Stock”) of Robinhood Markets, Inc. (the “Issuer”) having its principal executive office at 85 Willow Road in Menlo Park, California 94025.

 

 

Item 2.

Identity and Background.

 

This statement is being filed by:

 

(a)      New Enterprise Associates 15, L.P. (“NEA 15”) and New Enterprise Associates 17, L.P. (“NEA 17” and, collectively with NEA 15, the “NEA Venture Funds”);

 

(b)      NEA Partners 15, L.P. (“NEA Partners 15”), which is the sole general partner of NEA 15; NEA Partners 17, L.P. (“NEA Partners 17”, and, collectively with NEA Partners 15, the “GPLPs”), which is the sole general partner of NEA 17; NEA 15 GP, LLC (“NEA 15 LLC”), which is the sole general partner of NEA Partners 15; NEA 17 GP, LLC (“NEA 17 LLC” and, collectively with NEA 15 LLC, the “GP LLCs” and, collectively with the GPLPs, the “Control Entities”), which is the sole general partner of NEA Partners 17; and

 

(c)      Forest Baskett (“Baskett”), Anthony A. Florence, Jr. (“Florence”), Mohamad H. Makhzoumi (“Makhzoumi”), Scott D. Sandell (“Sandell”), and Peter W. Sonsini (“Sonsini”) (together, the “Managers”).

 

Baskett, Florence, Makhzoumi, Sandell and Sonsini are managers of NEA 15 LLC and NEA 17 LLC.

 

The persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”

 

The address of the principal business office of the Funds, each Control Entity and Sandell is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Baskett, Makhzoumi, and Sonsini is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Florence is New Enterprise Associates, 104 5^th Avenue, 19^th Floor, New York, NY 10001.

 

The principal business of the Funds is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of the GPLPs is to act as the sole general partner of the Funds. The principal business of the GP LLCs is to act as the sole general partner of the GPLPs. The principal business of each of the Managers is to manage the Control Entities and a number of affiliated partnerships with similar businesses.

 

During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Each of the Funds and the GPLPs is a Delaware limited partnership. Each of the GP LLCs is a Delaware limited liability company. Each of the Managers is a United States citizen.

 

 

 

 

 

CUSIP No. 770700102

13D

Page 14 of 25 Pages

 

 

 

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

July 28, 2021, the Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”) by the Issuer (File No. 333-257602) in connection with its initial public offering of 52,375,000 shares of Class A Common Stock (the “IPO”) was declared effective. The closing of the IPO took place on August 2, 2021 (the “Closing”).

 

Prior to the IPO, NEA 15 purchased from the Issuer in a series of private transactions, (i) 2,509,120 shares of common stock (the “NEA 15 Common Stock”), (ii) 55,055,000 shares of Series B Redeemable Convertible Preferred Stock (the “NEA 15 Series B Preferred Stock”), (iii) 5,804,240 shares of Series C Redeemable Convertible Preferred Stock (the “NEA 15 Series C Preferred Stock”), (iv) 492,853 shares of Series D Redeemable Convertible Preferred Stock (the “NEA 15 Series D Preferred Stock”), (v) 1,521,305 shares of Series E Redeemable Convertible Preferred Stock (the “NEA 15 Series E Preferred Stock”), (vi) a Tranche I Convertible Promissory Note (the “NEA 15 Note”) and (vii) a warrant to purchase up to an aggregate of 211,466 shares of Common Stock, exercisable within 60 days (the “NEA 15 Warrant Stock”), for an aggregate purchase price of $116,320,374.84.  Immediately prior to the closing of the IPO, (A) the NEA 15 Series B Preferred Stock, NEA 15 Series C Preferred Stock, NEA 15 Series D Preferred Stock and NEA 15 Series E Preferred Stock automatically converted into an 62,873,398 shares of the Issuer’s common stock and then, following such conversion, each such share of common stock and the NEA 15 Common Stock was reclassified into one share of Common Stock and (B) the principal amount of the NEA 15 Note and accrued interest thereon automatically converted into 1,449,600 shares of Common Stock of the Issuer at a conversion price equal to $26.60 (the “Note Conversion Price”). NEA 15 Warrants have been added to the Issuer's total number of Common Stock outstanding, such that NEA 15 now holds a total of 67,043,584 shares of the Issuer’s Common Stock and may be deemed to hold the NEA 15 Warrant Stock (collectively, the “NEA 15 Shares”).

 

Prior to the IPO, NEA 17 purchased from the Issuer in a series of private transactions, (i) 4,486,208 shares of Series E Redeemable Convertible Preferred Stock (the “NEA 17 Series E Preferred Stock”), (ii) 1,600,000 shares of Series F Redeemable Convertible Preferred Stock (the “NEA 17 Series F Preferred Stock”), (iii) a Tranche I Convertible Promissory Note (the “NEA 17 Note”) and (vii) a warrant to purchase up to an aggregate of 211,466 shares of Common Stock, exercisable within 60 days (the “NEA 17 Warrant Stock” and, collectively with the NEA 15 Warrant Stock, the “Firm Warrant Stock”), for an aggregate purchase price of $114,757,787.07.  Immediately prior to the closi ng of the IPO, (A) the NEA 17 Series E Preferred Stock and NEA 17 Series F Preferred Stock automatically converted into an 6,086,208 shares of the Issuer’s common stock and then, following such conversion, each such share of common stock was reclassified into one share of Common Stock and (B) the principal amount of the NEA 17 Note and accrued interest thereon automatically converted into 1,449,600 shares of Common Stock of the Issuer at the Note Conversion Price. NEA 17 now holds a total of 7,747,274 shares of the Issuer’s Common Stock and may be deemed to hold the NEA 17 Warrant Stock (collectively, the “NEA 17 Shares”).

 

Collectively, the Funds now hold a total of 74,790,858 shares of the Issuer’s Common Stock and are deemed to hold the Firm Warrant Stock (collectively, the “Firm Shares”).

 

The working capital of NEA 15 was the source of the funds for the purchase of the NEA 15 Shares. No part of the purchase price of the NEA 15 Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the NEA 15 Shares.

 

The working capital of NEA 17 was the source of the funds for the purchase of the NEA 17 Shares. No part of the purchase price of the NEA 17 Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the NEA 17 Shares.

 

 

 

CUSIP No. 770700102

13D

Page 15 of 25 Pages

 

 

 

Item 4.

Purpose of Transaction.

 

The Funds acquired their respective shares for investment purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, the Funds and other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:

 

(a)

The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

 

(b)

An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

 

(c)

A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

 

(d)

Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

 

(e)

Any material change in the present capitalization or dividend policy of the Issuer;

 

(f)

Any other material change in the Issuer’s business or corporate structure;

 

(g)

Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

 

(h)

Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 

(i)

A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

 

(j)

Any action similar to any of those enumerated above.

 

 

Item 5.

Interest in Securities of the Issuer.

 

(a)

NEA 15 is the record owner of the NEA 15 Shares. As the general partner of NEA 15, NEA Partners 15 may be deemed to own beneficially the NEA 15 Shares. As the sole general partner of NEA Partners 15, NEA 15 LLC may be deemed to own beneficially the NEA 15 Shares.

 

NEA 17 is the record owner of the NEA 17 Shares. As the general partner of NEA 17, NEA Partners 17 may be deemed to own beneficially the NEA 17 Shares. As the sole general partner of NEA Partners 17, NEA 17 LLC may be deemed to own beneficially the NEA 17 Shares.

 

By virtue of their relationship as affiliated entities, whose Control Entities have overlapping individual controlling persons, each of the Funds may be deemed to share the power to direct the disposition and vote of the Firm Shares. As the sole general partner of NEA Partners 15, NEA 15 LLC may also be deemed to own beneficially the Firm Shares. As the sole general partner of NEA Partners 17, NEA 17 LLC may also be deemed to own beneficially the Firm Shares. As individual managers of NEA 15 LLC and NEA 17 LLC, each of the Managers may be deemed to own beneficially all of the Firm Shares.

 

Each Reporting Person disclaims beneficial ownership of the Firm Shares other than those shares which such person owns of record.

 

The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person’s cover sheet. Such percentage was calculated based on 725,711,034 shares of Common Stock, which includes (i) 725,288,102 shares of Common Stock reported by the Issuer to be outstanding as of August 16, 2021 on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on August 18, 2021 and (ii) the Firm Warrant Stock.

 

CUSIP No. 770700102

13D

Page 16 of 25 Pages

 

  

(b)

Regarding the number of shares as to which such person has:

 

(i)

sole power to vote or to direct the vote: See line 7 of cover sheets

 

(ii)

shared power to vote or to direct the vote: See line 8 of cover sheets

 

(iii)

sole power to dispose or to direct the disposition: See line 9 of cover sheets

 

(iv)

shared power to dispose or to direct the disposition: See line 10 of cover sheets

 

(c)

Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in the Firm Shares during the last 60 days.

 

(d)

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Firm Shares beneficially owned by any of the Reporting Persons.

 

(e)

Not applicable.

 

 

Item 6.

Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.

 

Each Fund has entered into a lock-up agreement to which it has agreed that, subject to certain exceptions, without the prior written consent of Goldman Sachs & Co LLC and J.P. Morgan Securities LLC, as representatives of the underwriters, during the period beginning on July 28, 2021 and ending on the 126th day thereafter, it will not (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, or otherwise transfer or dispose of (directly or indirectly) any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock, (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale or disposition, or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock, whether any such transaction described above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise or (iii) publicly disclose the intention to take any of the actions described above.

 

 

Item 7.

Material to be Filed as Exhibits.

 

Exhibit 1 – Agreement regarding filing of joint Schedule 13D.

 

Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.

 

Exhibit 3 – Power of Attorney on behalf of Liza Landsman regarding filings under the Securities Exchange Act of 1934, as amended.

 

 

 

 

 

 

 

 

 

 

 

 

CUSIP No. 770700102

13D

Page 17 of 25 Pages

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

EXECUTED this 26^th day of August, 2021.

 

 

 

NEW ENTERPRISE ASSOCIATES 15, L.P.

 

By:

NEA PARTNERS 15, L.P. General Partner

 

By:

NEA 15 GP, LLC General Partner

 

By:                 *                        

 Louis S. Citron

 Chief Legal Officer

 

 

 

 

NEA PARTNERS 15, L.P.

 

By:

NEA 15 GP, LLC General Partner

 

By:                 *                        

Louis S. Citron

Chief Legal Officer

 

 

 

 

NEA 15 GP, LLC

 

By:                 *                        

Louis S. Citron

Chief Legal Officer

 

 

 

 

 

 

 

 

 

CUSIP No. 770700102

13D

Page 18 of 25 Pages

 

 

 

 

                 *                        

Forest Baskett

 

 

                 *                        

Anthony A. Florence, Jr.

 

 

                 *                        

Mohamad H. Makhzoumi

 

 

                 *                        

Scott D. Sandell

 

 

                 *                        

Peter W. Sonsini

 

 

 

 

NEW ENTERPRISE ASSOCIATES 17, L.P.

 

By:

NEA PARTNERS 17, L.P. General Partner

 

By:

NEA 17 GP, LLC General Partner

 

By:                *                        

Scott D. Sandell

Chief Executive Officer

 

 

 

NEA PARTNERS 17, L.P.

 

By:

NEA 17 GP, LLC General Partner

 

By:                 *                        

Scott D. Sandell

Chief Executive Officer

 

 

 

NEA 17 GP, LLC

 

By:                  *                        

Scott D. Sandell

Chief Executive Officer

 

 

 

CUSIP No. 770700102

13D

Page 19 of 25 Pages

 

 

 

 

 

                 *                        

Forest Baskett

 

 

                 *                        

Anthony A. Florence, Jr.

 

 

                 *                        

Mohamad H. Makhzoumi

 

 

                 *                        

Scott D. Sandell

 

 

                 *                        

Peter W. Sonsini

 

 

 

 

*/s/ Sasha O. Keough           

Sasha O. Keough

As attorney-in-fact

 

This Schedule 13D was executed by Sasha O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CUSIP No. 770700102

13D

Page 20 of 25 Pages

 

EXHIBIT 1

 

AGREEMENT

 

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of Robinhood Markets, Inc.

 

EXECUTED this 26^th day of August, 2021.

 

 

 

NEW ENTERPRISE ASSOCIATES 15, L.P.

 

By:

NEA PARTNERS 15, L.P. General Partner

 

By:

NEA 15 GP, LLC General Partner

 

By:                 *                        

 Louis S. Citron

 Chief Legal Officer

 

 

 

NEA PARTNERS 15, L.P.

 

By:

NEA 15 GP, LLC General Partner

 

By:                 *                        

Louis S. Citron

Chief Legal Officer

 

 

 

NEA 15 GP, LLC

 

By:                 *                         

Louis S. Citron

Chief Legal Officer

 

 

 

 

 

 

 

 

 

CUSIP No. 770700102

13D

Page 21 of 25 Pages

 

 

 

 

                 *                        

Forest Baskett

 

 

                 *                        

Anthony A. Florence, Jr.

 

 

                 *                        

Mohamad H. Makhzoumi

 

 

                 *                        

Scott D. Sandell

 

 

                 *                        

Peter W. Sonsini

 

 

 

 

NEW ENTERPRISE ASSOCIATES 17, L.P.

 

By:

NEA PARTNERS 17, L.P. General Partner

 

By:

NEA 17 GP, LLC General Partner

 

By:                *                        

Scott D. Sandell

Chief Executive Officer

 

 

 

NEA PARTNERS 17, L.P.

 

By:

NEA 17 GP, LLC General Partner

 

By:                 *                        

Scott D. Sandell

Chief Executive Officer

 

 

 

NEA 17 GP, LLC

 

By:                  *                        

Scott D. Sandell

Chief Executive Officer

 

 

 

 

 

CUSIP No. 770700102

13D

Page 22 of 25 Pages

 

 

 

 

 

                 *                        

Forest Baskett

 

 

                 *                        

Anthony A. Florence, Jr.

 

 

                 *                        

Mohamad H. Makhzoumi

 

 

                 *                        

Scott D. Sandell

 

 

                 *                        

Peter W. Sonsini

 

 

 

 

*/s/ Sasha O. Keough           

Sasha O. Keough

As attorney-in-fact

 

 

This Agreement relating to Schedule 13D was executed by Sasha O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CUSIP No. 770700102

13D

Page 23 of 25 Pages

EXHIBIT 2

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 13th day of March, 2017.

 

 

/s/ M. James Barrett            

M. James Barrett

 

/s/ Peter J. Barris                

Peter J. Barris

 

/s/ Forest Baskett                

Forest Baskett

 

/s/ Ali Behbahani                 

Ali Behbahani

 

/s/ Colin Bryant                   

Colin Bryant

 

/s/ Carmen Chang               

Carmen Chang

 

/s/ Anthony A. Florence, Jr.

Anthony A. Florence, Jr.

 

/s/ Carol G. Gallagher          

Carol G. Gallagher

 

/s/ Dayna Grayson               

Dayna Grayson

 

/s/ Patrick J. Kerins             

Patrick J. Kerins

 

/s/ P. Justin Klein                

P. Justin Klein

 

 

 

CUSIP No. 770700102

13D

Page 24 of 25 Pages

 

 

 

 

/s/ Vanessa Larco               

Vanessa Larco

 

/s/ Joshua Makower             

Joshua Makower

 

/s/ Mohamad H. Makhzoumi

Mohamad H. Makhzoumi

 

/s/ Edward T. Mathers         

Edward T. Mathers

 

/s/ David M. Mott                

David M. Mott

 

/s/ Sara M. Nayeem            

Sara M. Nayeem

 

/s/ Jason R. Nunn                

Jason R. Nunn

 

/s/ Gregory Papadopoulos    

Gregory Papadopoulos

 

/s/ Chetan Puttagunta          

Chetan Puttagunta

 

/s/ Jon Sakoda                     

Jon Sakoda

 

/s/ Scott D. Sandell              

Scott D. Sandell

 

/s/ A. Brooke Seawell          

A. Brooke Seawell

 

/s/ Peter W. Sonsini             

Peter W. Sonsini

 

/s/ Melissa Taunton             

Melissa Taunton

 

/s/ Frank M. Torti                

Frank M. Torti

 

/s/ Ravi Viswanathan           

Ravi Viswanathan

 

/s/ Paul E. Walker               

Paul E. Walker

 

/s/ Rick Yang                      

Rick Yang

 

 

 

 

 

CUSIP No. 770700102

13D

Page 25 of 25 Pages

 

EXHIBIT 3

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to act without the others, her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of herself as an individual or in her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or her substitutes, may lawfully do or cause to be done by virtue hereof.

 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 1st day of April, 2021.

 

 

/s/ Liza Landsman            

Liza Landsman