Sec Form 4 Filing - New Enterprise Associates 15, L.P. @ Robinhood Markets, Inc. - 2021-11-10

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 New Enterprise Associates 15, L.P. 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1954 GREENSPRING DRIVE, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 11/10/2021 (Street) TIMONIUM, MD21093 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 Class A Common Stock 11/10/2021 J( 1 ) 724,800 D $ 0 65,382,518 D( 2 ) Class A Common Stock 11/10/2021 J( 3 ) 10,872 A $ 0 21,744 I By NEA Partners 15, L.P.( 4 ) Class A Common Stock 11/10/2021 J( 5 ) 724,800 D $ 0 6,086,208 I By New Enterprise Associates 17, L.P.( 6 ) Class A Common Stock 11/10/2021 J( 7 ) 10,872 A $ 0 21,744 I By NEA Partners 17, L.P.( 8 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other New Enterprise Associates 15, L.P. 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD21093 X NEA Partners 15, L.P. 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD21093 X NEA 15 GP, LLC 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD21093 X New Enterprise Associates 17, L.P. 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD21093 X NEA Partners 17, L.P. 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD21093 X NEA 17 GP, LLC 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD21093 X Signatures /s/ Sasha Keough, attorney-in-fact 11/12/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )New Enterprise Associates 15, L.P. ("NEA 15") made a pro rata distribution for no consideration of an aggregate of 724,800 shares of Class A Common Stock of the Issuer to its general partner and limited partners on November 10, 2021. ( 2 )The securities are directly held by NEA 15 and are indirectly held by NEA Partners 15, L.P. ("NEA Partners 15"), the sole general partner of NEA 15, NEA 15 GP, LLC ("NEA 15 GP"), the sole general partner of NEA Partners 15, and the individual managers of NEA 15 GP (NEA Partners 15, NEA 15 GP and the individual managers of NEA 15 GP (collectively, the "NEA 15 Managers"), together, the "NEA 15 Indirect Reporting Persons"). The managers of NEA 15 GP are Forest Baskett, Anthony A. Florence, Jr., Mohamad Makhzoumi, Scott D. Sandell and Peter W. Sonsini. The NEA 15 Indirect Reporting Persons disclaim 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 NEA 15 Indirect Reporting Persons have no pecuniary interest. ( 3 )NEA Partners 15 received 10,872 shares of Class A Common Stock of the Issuer in the distribution by NEA 15 on November 10, 2021. ( 4 )The securities are directly held by NEA Partners 15 and indirectly held by NEA 15 GP, the sole general partner of NEA Partners 15, and the NEA 15 Managers (NEA 15 GP and the NEA 15 Managers together, the "NEA Partners 15 Indirect Reporting Persons"). The NEA Partners 15 Indirect Reporting Persons disclaim 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 Partners 15 in which the NEA Partners 15 Indirect Reporting Persons have no pecuniary interest. ( 5 )New Enterprise Associates 17, L.P. ("NEA 17") made a pro rata distribution for no consideration of an aggregate of 724,800 shares of Class A Common Stock of the Issuer to its general partner and limited partners on November 10, 2021. ( 6 )The securities are directly held by NEA 17 and are indirectly held by NEA Partners 17, L.P. ("NEA Partners 17"), the sole general partner of NEA 17, NEA 17 GP, LLC ("NEA 17 GP"), the sole general partner of NEA Partners 17, and the individual managers of NEA 17 GP (NEA Partners 17, NEA 17 GP and the individual managers of NEA 17 GP (collectively, the "NEA 17 Managers"), together, the "NEA 17 Indirect Reporting Persons"). The managers of NEA 17 GP are Forest Baskett, Ali Behbahani, Carmen Chang, Anthony Florence, Jr., Liza Landsman, Mohamad Makhzoumi, Edward Mathers, Scott Sandell, Peter Sonsini, Paul Walker and Rick Yang. The NEA 17 Indirect Reporting Persons disclaim 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 NEA 17 Indirect Reporting Persons have no pecuniary interest. ( 7 )NEA Partners 17 received 10,872 shares of Class A Common Stock of the Issuer in the distribution by NEA 17 on November 10, 2021. ( 8 )The securities are directly held by NEA Partners 17 and indirectly held by NEA 17 GP, the sole general partner of NEA Partners 17, and the NEA 17 Managers (NEA 17 GP and the NEA 17 Managers together, the "NEA Partners 17 Indirect Reporting Persons"). The NEA Partners 17 Indirect Reporting Persons disclaim 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 Partners 17 in which the NEA Partners 17 Indirect Reporting Persons have no pecuniary 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 Persons 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, each of the Reporting Persons may be deemed directors 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.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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