Sec Form 4 Filing - Howard Gretchen @ 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 Howard Gretchen 2. Issuer Name and Ticker or Trading Symbol Robinhood Markets, Inc. [ HOOD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating 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 764,748 ( 2 ) A 798,474 D Common Stock ( 1 ) 07/28/2021 F 379,174 ( 4 ) D $ 38 419,300 D Common Stock ( 1 ) 07/29/2021 S 7,000 D $ 38.4681 ( 5 ) 412,300 D Common Stock ( 1 ) 172,064 I By Family Trust

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 246,426 ( 6 ) 02/14/2026 Common Stock ( 1 ) 246,426 $ 0 147,857 D Restricted Stock Units ( 3 ) 07/28/2021 M 295,712 ( 7 ) 08/18/2026 Common Stock ( 1 ) 295,712 $ 0 295,713 D Restricted Stock Units ( 3 ) 07/28/2021 M 182,288 ( 8 ) 01/12/2027 Common Stock ( 1 ) 182,288 $ 0 303,814 D Restricted Stock Units ( 3 ) 07/28/2021 M 40,322 ( 9 ) 12/09/2027 Common Stock ( 1 ) 40,322 $ 0 282,258 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Howard Gretchen C/O ROBINHOOD MARKETS, INC. 85 WILLOW ROAD MENLO PARK, CA94025 Chief Operating Officer Signatures /s/ Christina Lai, attorney-in-fact for Gretchen Howard 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") in connection with the IPO Liquidity Event (as defined below). ( 3 )RSUs convert into Common Stock on a 1-for-1 basis upon vesting and settlement. ( 4 )Represents shares withheld by Robinhood to satisfy tax withholding obligations in connection with the vesting of 764,748 RSUs and does not represent a sale by the Reporting Person. ( 5 )This transaction was executed in multiple trades during the day at prices ranging from $38.00 to $39.99. The weighted-average price is reported above. The reporting person hereby undertakes to provide to the SEC staff, the Issuer, or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transactions were effected. ( 6 )On February 15, 2019, the Reporting Person was granted 394,283 RSUs under Robinhood's Amended and Restated 2013 Stock Plan (the "2013 Plan"), which award was amended and restated on January 13, 2020. Subject to accelerated vesting in certain circumstances, one-fourth (1/4) of these RSUs were scheduled to vest on January 1, 2020, with the remainder scheduled to vest in thirty-six (36) equal monthly 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"). ( 7 )On August 19, 2019, the Reporting Person was granted 591,425 RSUs under the 2013 Plan, which award was amended and restated on January 13, 2020. Subject to accelerated vesting in certain circumstances, one-eighth (1/8) of these RSUs were scheduled to vest on January 1, 2020, with the remainder scheduled to vest in fourteen (14) 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. ( 8 )On January 13, 2020, the Reporting Person was granted 486,102 RSUs under the 2013 Plan. Subject to accelerated vesting in certain circumstances, one-fourth (1/4) of these RSUs were scheduled to vest on December 1, 2020, 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. ( 9 )On December 9, 2020, the Reporting Person was granted 322,580 RSUs under Robinhood's 2020 Equity Incentive Plan. Subject to accelerated vesting in certain circumstances, one-sixteenth (1/16) of these RSUs were scheduled to vest on April 1, 2021, with the remainder scheduled to vest in fifteen (15) 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.

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

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