Sec Form 4 Filing - Bhatt Baiju @ Robinhood Markets, Inc. - 2021-07-28

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 Bhatt Baiju 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 X __ Officer (give title below) _____ Other (specify below) Chief Creative Officer (Last) (First) (Middle) C/O ROBINHOOD MARKETS, INC., 85 WILLOW ROAD 3. Date of Earliest Transaction (MM/DD/YY) 07/28/2021 (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 ) 07/28/2021 M 4,013,657 ( 2 ) A 4,013,657 D Common Stock ( 1 ) 07/28/2021 F 1,989,980 ( 4 ) D $ 38 2,023,677 D Common Stock ( 1 ) 07/28/2021 S 1,250,000 ( 5 ) D $ 36.4 ( 6 ) 773,677 D Common Stock ( 1 ) 60,791,600 I By Living Trust Common Stock ( 1 ) 565,079 I By Family Trust Common Stock ( 1 ) 1,720,944 I By 2018 GRAT Common Stock ( 1 ) 2,000,000 I By 2021 GRAT

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 Restricted Stock Units ( 3 ) 07/28/2021 M 1,996,516 ( 7 ) 10/08/2026 Common Stock ( 1 ) 1,996,516 $ 0 907,508 D Market-Based Performance Stock Units ( 3 ) 07/28/2021 M 2,017,141 ( 8 ) 12/31/2025 Common Stock ( 1 ) 2,017,141 $ 0 11,814,688 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bhatt Baiju C/O ROBINHOOD MARKETS, INC. 85 WILLOW ROAD MENLO PARK, CA94025 X X Chief Creative Officer Signatures /s/ Christina Lai, attorney-in-fact for Baiju Bhatt 07/30/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of Common Stock will automatically be reclassified as shares of Class A Common Stock on a one-for-one basis upon the filing of the Amended and Restated Certificate of Incorporation of Robinhood Markets, Inc. ("Robinhood") immediately prior to the closing of Robinhood's initial public offering ("IPO"). ( 2 )Represents shares received upon vesting of Restricted Stock Units ("RSUs") and Performance Stock Units ("PSUs") in connection with the IPO Liquidity Event (as defined below). ( 3 )RSUs and PSUs convert into Common Stock on a one-for-one basis upon vesting and settlement. ( 4 )Represents shares withheld by Robinhood to satisfy tax withholding obligations in connection with the vesting of a total of 4,013,657 RSUs and PSUs and does not represent a sale by the Reporting Person. ( 5 )Represents shares sold by the Reporting Person as a selling stockholder in the IPO. ( 6 )Represents the IPO price, less underwriting discounts and commissions. ( 7 )On October 8, 2019, the Reporting Person was granted 2,904,024 RSUs under Robinhood's Amended and Restated 2013 Stock Plan (the "2013 Plan"). Subject to accelerated vesting in certain circumstances, one-fourth (1/4) of these RSUs were scheduled to vest on August 1, 2019, 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 IPO registration statement on Form S-1 ("Liquidity Event"). ( 8 )On October 8, 2019, the Reporting Person was granted 13,831,829 market-based PSUs under the 2013 Plan, which award was amended and restated on May 26, 2021. Subject to accelerated vesting in certain circumstances, portions of the award become eligible to vest based on satisfaction of share-price goals of $30.45 (20% portion), $50.75 (30% portion), and $101.50 (50% portion). These goals are initially tested based on the IPO price and, thereafter, based on 60-trading-day average daily VWAP. When a share-price goal is achieved, subject to the occurrence of a Liquidity Event, half of the PSUs allocated to that level vest immediately, with the other half of the PSUs allocated to that level vesting in accordance with a time-based service schedule in twenty-four (24) equal quarterly installments from a vesting commencement date of August 1, 2018 through August 1, 2024, subject to the Reporting Person's continued service with Robinhood through the applicable vesting date.

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