Sec Form 3 Filing - Sonsini Peter W. @ Robinhood Markets, Inc. - 2021-07-29

FORM 3 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 Sonsini Peter W. 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) 2855 SAND HILL ROAD 3. Date of Earliest Transaction (MM/DD/YY) 07/29/2021 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 ( 1 ) 2,509,120 I See Note 2 ( 2 )

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 B Redeemable Convertible Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 55,055,000 I See Note 2 ( 2 ) Series C Redeemable Convertible Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 5,804,240 I See Note 2 ( 2 ) Series D Redeemable Convertible Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 492,853 I See Note 2 ( 2 ) Series E Redeemable Convertible Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 1,521,305 I See Note 2 ( 2 ) Series E Redeemable Convertible Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 4,486,208 I See Note 4 ( 4 ) Series F Redeemable Convertible Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 1,600,000 I See Note 4 ( 4 ) Tranche I Convertible Promissory Note $ 26.6 ( 5 ) ( 5 ) ( 6 ) Common Stock ( 1 ) 1,409,774 ( 1 ) ( 6 ) I See Note 2 ( 2 ) Tranche I Convertible Promissory Note $ 26.6 ( 5 ) ( 5 ) ( 6 ) Common Stock ( 1 ) 1,409,774 ( 1 ) ( 6 ) I See Note 4 ( 4 ) Warrants to Purchase Stock $ 26.6 ( 5 ) ( 5 ) 02/12/2031 Common Stock ( 1 ) 211,466 I See Note 2 ( 2 ) Warrants to Purchase Stock $ 26.6 ( 5 ) ( 5 ) 02/12/2031 Common Stock ( 1 ) 211,466 I See Note 4 ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sonsini Peter W. 2855 SAND HILL ROAD MENLO PARK, CA94025 X X Signatures /s/ Sasha Keough, attorney-in-fact 07/29/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Immediately prior to closing of the Issuer's initial public offering ("IPO"), the shares of Series B Redeemable Convertible Preferred Stock, Series C Redeemable Convertible Preferred Stock, Series D Redeemable Convertible Preferred Stock, Series E Redeemable Convertible Preferred Stock and Series F Redeemable Convertible Preferred Stock (collectively, the "Preferred Stock") will automatically convert into shares of Common Stock. Immediately following such conversion but prior t o 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 Reporting Person is a manager of NEA 15 GP, LLC, which is the sole general partner of NEA Partners 15, L.P. ("NEA Partners 15"). NEA Partners 15 is the sole general partner of New Enterprise Associates 15, L.P. ("NEA 15"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 15 in which the Reporting Person has no pecuniary interest. ( 3 )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 upon closing of the IPO. The Preferred Stock has no expiration date. ( 4 )The Reporting Person is a manager of NEA 17 GP, LLC, which is the sole general partner of NEA Partners 17, L.P. ("NEA Partners 17"). NEA Partners 17 is the sole general partner of New Enterprise Associates 17, L.P. ("NEA 17"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 17 in which the Reporting Person has no pecuniary interest. ( 5 )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. ( 6 )Following the conversion of the Preferred Stock and the Reclassification, the principal amount of the Convertible Notes (together with accrued interest thereon) will convert upon 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.

Remarks: Scott D. Sandell, the Managing General Partner at New Enterprise Associates, Inc. and a manager of NEA 15 GP and NEA 17 GP, has been deputized to represent the Reporting Person on the board of directors of the Issuer. By virtue of Mr. Sandell's representation, for purposes of Section 16 of the Securities Exchange Act of 1934, the Reporting Person may be deemed a director by deputization of the Issuer. Mr. Sandell has filed a separate Section 16 report disclosing securities of the Issuer that he may be deemed to beneficially own for Section 16 purposes.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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