Sec Form 4 Filing - Index Ventures VI (Jersey) LP @ Robinhood Markets, Inc. - 2021-08-02

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Index Ventures VI (Jersey) LP
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 X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
5TH FLOOR, 44 ESPLANADE
3. Date of Earliest Transaction (MM/DD/YY)
08/02/2021
(Street)
ST. HELIER, Y9JE1 3FG
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 C 7,156,340 A 10,296,520 I By Index Ventures Growth III (Jersey) L.P. ( 2 )
Common Stock 08/02/2021 C 67,469,440 A 70,022,080 D ( 3 )
Common Stock 08/02/2021 C 1,361,860 A 1,413,380 I By Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P. ( 4 )
Common Stock 08/02/2021 C 980,240 A 1,061,020 I By Yucca (Jersey) SLP ( 5 )
Common Stock 08/02/2021 J( 6 ) 10,296,520 D 0 I By Index Ventures Growth III (Jersey) L.P. ( 2 )
Common Stock 08/02/2021 J( 6 ) 70,022,080 D 0 D ( 3 )
Common Stock 08/02/2021 J( 6 ) 1,413,380 D 0 I By Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P. ( 4 )
Common Stock 08/02/2021 J( 6 ) 1,061,020 D 0 I By Yucca (Jersey) SLP ( 5 )
Class A Common Stock 08/02/2021 J( 6 ) 10,296,520 A 10,296,520 I By Index Ventures Growth III (Jersey) L.P. ( 2 )
Class A Common Stock 08/02/2021 J( 6 ) 70,022,080 A 70,022,080 D ( 3 )
Class A Common Stock 08/02/2021 J( 6 ) 1,413,380 A 1,413,380 I By Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P. ( 4 )
Class A Common Stock 08/02/2021 J( 6 ) 1,061,020 A 1,061,020 I By Yucca (Jersey) SLP ( 5 )
Class A Common Stock 08/02/2021 C 57,984 A $ 26.6 1,119,004 I By Yucca (Jersey) SLP ( 5 )
Class A Common Stock 08/02/2021 C 1,874,816 A $ 26.6 1,874,816 I By Index Ventures Growth V (Jersey) L.P. ( 7 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Series A Redeemable Convertible Preferred Stock ( 1 ) 08/02/2021 C 55,798,140 ( 1 ) ( 1 ) Common Stock 55,798,140 $ 0 0 D ( 3 )
Series A Redeemable Convertible Preferred Stock ( 1 ) 08/02/2021 C 1,126,280 ( 1 ) ( 1 ) Common Stock 1,126,280 $ 0 0 I By Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P. ( 4 )
Series A Redeemable Convertible Preferred Stock ( 1 ) 08/02/2021 C 720,560 ( 1 ) ( 1 ) Common Stock 720,560 $ 0 0 I By Yucca (Jersey) SLP ( 5 )
Series B Redeemable Convertible Preferred Stock ( 1 ) 08/02/2021 C 11,671,300 ( 1 ) ( 1 ) Common Stock 11,671,300 $ 0 0 D ( 3 )
Series B Redeemable Convertible Preferred Stock ( 1 ) 08/02/2021 C 235,580 ( 1 ) ( 1 ) Common Stock 235,580 $ 0 0 I By Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P. ( 4 )
Series B Redeemable Convertible Preferred Stock ( 1 ) 08/02/2021 C 150,720 ( 1 ) ( 1 ) Common Stock 150,720 $ 0 0 I By Yucca (Jersey) SLP ( 5 )
Series C Redeemable Convertible Preferred Stock ( 1 ) 08/02/2021 C 7,156,340 ( 1 ) ( 1 ) Common Stock 7,156,340 $ 0 0 I By Index Ventures Growth III (Jersey) L.P. ( 2 )
Series C Redeemable Convertible Preferred Stock ( 1 ) 08/02/2021 C 108,960 ( 1 ) ( 1 ) Common Stock 108,960 $ 0 0 I By Yucca (Jersey) SLP ( 5 )
Tranche I Convertible Promissory Note $ 26.6 ( 8 ) 08/02/2021 C ( 8 ) ( 8 ) Class A Common Stock 57,984 $ 0 0 I By Yucca (Jersey) SLP ( 5 )
Tranche I Convertible Promissory Note $ 26.6 ( 8 ) 08/02/2021 C ( 8 ) ( 8 ) Class A Common Stock 1,874,816 $ 0 0 I By Index Ventures Growth V (Jersey) L.P. ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Index Ventures VI (Jersey) LP
5TH FLOOR, 44 ESPLANADE
ST. HELIER, Y9JE1 3FG
X X
Index Ventures Growth III (Jersey), L.P.
5TH FLOOR, 44 ESPLANADE
ST. HELIER, Y9JE1 3FG
X X
Index Venture Growth Associates III Ltd
5TH FLOOR, 44 ESPLANADE
ST. HELIER, Y9JE1 3FG
X X
Index Ventures Growth V (Jersey), L.P.
5TH FLOOR, 44 ESPLANADE
ST. HELIER, Y9JE1 3FG
X X
Index Venture Associates V Ltd
5TH FLOOR, 44 ESPLANADE
ST. HELIER, Y9JE1 3FG
X X
Index Ventures VI Parallel Entrepreneur Fund (Jersey) LP
5TH FLOOR, 44 ESPLANADE
ST. HELIER, Y9JE1 3FG
X X
Index Venture Associates VI Ltd
5TH FLOOR, 44 ESPLANADE
ST. HELIER, Y9JE1 3FG
X X
Yucca (Jersey) SLP
5TH FLOOR, 44 ESPLANADE
ST. HELIER, Y9JE1 3FG
X X
Signatures
Index Ventures VI (Jersey) LP, By: Index Venture Associates VI Limited, as Managing General Partner, By: /s/ Brendan Boyle, Director 08/03/2021
Signature of Reporting Person Date
Index Ventures Growth III (Jersey), LP, By: Index Venture Growth Associates III Limited, as Managing General Partner, By: /s/ Brendan Boyle, Director 08/03/2021
Signature of Reporting Person Date
Index Venture Growth Associates III Limited, By: /s/ Brendan Boyle, Director 08/03/2021
Signature of Reporting Person Date
Index Ventures Growth V (Jersey), LP, By: Index Venture Growth Associates V Limited, as Managing General Partner, By: /s/ Brendan Boyle, Director 08/03/2021
Signature of Reporting Person Date
Index Venture Growth Associates V Limited, By: /s/ Brendan Boyle, Director 08/03/2021
Signature of Reporting Person Date
Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P., By: Index Venture Associates VI Limited, as Managing General Partner, By: /s/ Brendan Boyle, Director 08/03/2021
Signature of Reporting Person Date
Index Venture Associates VI Limited, By: /s/ Brendan Boyle, Director 08/03/2021
Signature of Reporting Person Date
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/ Lucy Miller, /s/ Genesis Perez, Its: Auth. Signatories 08/03/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Series A Redeemable Convertible Preferred Stock, Series B Redeemable Convertible Preferred Stock and Series C Redeemable Convertible Preferred Stock (collectively, the "Preferred Stock") were convertible at any time at the holder's election and automatically converted immediately prior to closing of the Issuer's initial public offering ("IPO") into an equal number of shares of Common Stock without payment of additional consideration. The Preferred Stock had no expiration date.
( 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 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 )Immediately prior to the closing of the IPO and following the conversion of each series of the Issuer's Preferred Stock into Common Stock, each share of Common Stock was reclassified into one share of Class A Common Stock in an exempt transaction pursuant to Rule 16b-7 and Rule 16b-3 (the "Reclassification").
( 7 )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.
( 8 )Following the conversion of the Preferred Stock and the Reclassification, the principal amount of the Tranche I Convertible Promissory Note ("Convertible Note") (together with accrued interest thereon) automatically converted into Class A Common Stock at a conversion price equal to $26.60. The Convertible Note did not have a maturity date. The treatment of the Convertible Note in the IPO was exempt pursuant to Rule 16b-6 and Rule 16b-3.

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.

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