Sec Form 4 Filing - Bhatt Baiju @ Robinhood Markets, Inc. - 2021-12-09

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
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 _____ 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)
12/09/2021
(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
Class A Common Stock 12/09/2021 C( 1 ) 2,200,000 A 3,212,254 I By Living 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
Class B Common Stock ( 2 ) 12/09/2021 C( 1 ) 2,200,000 ( 2 ) ( 2 ) Class A Common Stock 2,200,000 $ 0 58,591,600 I By Living Trust
Class B Common Stock ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 565,079 565,079 I By Family Trust
Class B Common Stock ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 1,720,944 1,720,944 I By 2018 GRAT
Class B Common Stock ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 2,000,000 2,000,000 I By 2021 GRAT
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 Chief Creative Officer
Signatures
/s/ Christina Lai, attorney-in-fact for Baiju Bhatt 12/13/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On December 9, 2021, the Reported Person's Living Trust converted 2,200,000 shares of Class B Common Stock into Class A Common Stock. This transaction was effected pursuant to a Rule 10b5-1 instruction adopted by the Living Trust on September 3, 2021.
( 2 )Shares of Class B Common Stock are convertible into Class A Common Stock on a one-for-one basis (a) at the holder's election at any time, (b) upon certain transfers of such shares, or (c) in connection with the holder's death or disability in certain circumstances and, if not previously converted, will so convert at the earlier of (i) certain dates determined either by a vote of the holders of the shares of Class B Common Stock or by Robinhood's Board of Directors as described in Robinhood's Amended and Restated Certificate of Incorporation or (ii) August 2, 2036.

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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