Sec Form 4 Filing - Bhatt Baiju @ Robinhood Markets, Inc. - 2023-02-01

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) 02/01/2023 (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 02/01/2023 M 57,633 A 85,899 D Class A Common Stock 02/02/2023 S( 2 ) 19,918 D $ 11.2848( 3 ) 65,981 D Class A Common Stock 1,185,047 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 Market-Based Performance Stock Units ( 1 ) 02/01/2023 M 57,633 ( 4 ) 12/31/2025 Class A Common Stock 57,633 $ 0 11,411,259 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 Chief Creative Officer Signatures /s/ Brandon Webb, attorney-in-fact for Baiju Bhatt 02/03/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Performance stock units ("PSUs") convert into Class A Common Stock on a one-for-one basis upon vesting and settlement. ( 2 )This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in August 2022 which provides for an automatic sale of a sufficient number of shares to cover the tax withholding liability associated with the vesting and settlement of the 57,633 PSUs reported above. ( 3 )This transaction was executed in multiple trades during the day at prices ranging from $11.04 to $11.49. 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 trades were made. ( 4 )On October 8, 2019, the Reporting Person was granted 13,831,829 market-based PSUs under the Robinhood Markets Inc. ("Robinhood") Amended and Restated 2013 Stock Plan. 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 were initially tested based on Robinhood's initial public offering ("IPO") price, and thereafter are tested based on its trailing 60-trading-day average daily VWAP. When a share-price goal is achieved, 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.

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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