Sec Form 4 Filing - RUBINSTEIN JONATHAN @ Robinhood Markets, Inc. - 2022-03-31

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
RUBINSTEIN JONATHAN
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)
C/O ROBINHOOD MARKETS, INC., 85 WILLOW ROAD
3. Date of Earliest Transaction (MM/DD/YY)
03/31/2022
(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 4,528 D
Class A Common Stock 67,943( 1 ) I By 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 ( 2 ) 03/31/2022 A 1,859 ( 3 ) ( 3 ) Class A Common Stock 1,859 ( 3 ) 3,616 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RUBINSTEIN JONATHAN
C/O ROBINHOOD MARKETS, INC.
85 WILLOW ROAD
MENLO PARK, CA94025
X
Signatures
/s/ Brandon Webb, attorney-in-fact for Jonathan Rubinstein 04/04/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects the acquisition of 2,082 shares for no consideration pursuant to pro-rata distributions that are exempt from Section 16 of the Securities Exchange Act of 1934, as amended, under Rule 16a-9(a). The Reporting Person's revocable trust received the shares in March 2022 from a limited partnership in which the trust is a non-managing limited partner.
( 2 )Restricted stock units ("RSUs") convert into Class A Common Stock on a one-for-one basis upon vesting and settlement.
( 3 )On March 31, 2022, the Reporting Person was automatically granted 1,859 RSUs under the Non-Employee Director Compensation Program of Robinhood Markets, Inc. ("Robinhood"), which permits directors to elect to receive payment of quarterly director fees in the form of RSUs, and Robinhood's 2021 Omnibus Incentive Plan. This grant was made in lieu of cash fees, based on the March 31, 2022 closing price of $13.51 per share of Class A Common Stock, and these RSUs were fully vested upon grant. Pursuant to a deferral election, vested shares will be delivered to the Reporting Person on January 2, 2027 or, if earlier, upon (1) the termination of his service with Robinhood, (2) his death or disability, or (3) a change in control of Robinhood.

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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