FORM
3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF
SECURITIES
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act
of 1940
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OMB APPROVAL |
OMB Number: |
3235-0104 |
Expires: |
December 31, 2014 |
Estimated average burden |
hours per response: |
0.5 |
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1. Name and Address of Reporting Person
*
ROBINHOOD MARKETS, INC. |
85 WILLOW ROAD |
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/29/2021
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3. Issuer Name
and
Ticker or Trading Symbol
Robinhood Markets, Inc.
[
HOOD
]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X |
Director |
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10% Owner |
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Officer (give title below) |
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Other (specify below) |
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check
Applicable Line)
X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting
Person |
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Table I - Non-Derivative Securities Beneficially Owned |
1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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Common Stock
(1)
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3,140,180
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I
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By Index Ventures Growth III (Jersey) L.P.
(2)
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Common Stock
(1)
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2,552,640
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I
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By Index Ventures VI (Jersey) L.P.
(3)
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Common Stock
(1)
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51,520
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I
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By Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P.
(4)
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Common Stock
(1)
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80,780
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I
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By Yucca (Jersey) SLP
(5)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Series A Redeemable Convertible Preferred Stock
|
|
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Common Stock
(1)
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55,798,140
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(6)
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I
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By Index Ventures VI (Jersey) L.P.
(3)
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Series A Redeemable Convertible Preferred Stock
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|
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Common Stock
(1)
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1,126,280
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(6)
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I
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By Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P.
(4)
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Series A Redeemable Convertible Preferred Stock
|
|
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Common Stock
(1)
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720,560
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(6)
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I
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By Yucca (Jersey) SLP
(5)
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Series B Redeemable Convertible Preferred Stock
|
|
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Common Stock
(1)
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11,671,300
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(6)
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I
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By Index Ventures VI (Jersey) L.P.
(3)
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Series B Redeemable Convertible Preferred Stock
|
|
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Common Stock
(1)
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235,580
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(6)
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I
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By Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P.
(4)
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Series B Redeemable Convertible Preferred Stock
|
|
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Common Stock
(1)
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150,720
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(6)
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I
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By Yucca (Jersey) SLP
(5)
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Series C Redeemable Convertible Preferred Stock
|
|
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Common Stock
(1)
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7,156,340
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(6)
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I
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By Index Ventures Growth III (Jersey) L.P.
(2)
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Series C Redeemable Convertible Preferred Stock
|
|
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Common Stock
(1)
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108,960
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(6)
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I
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By Yucca (Jersey) SLP
(5)
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Tranche I Convertible Promissory Note
|
|
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Common Stock
(1)
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56,390
(1)
(7)
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26.6
(8)
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I
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By Yucca (Jersey) SLP
(5)
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Tranche I Convertible Promissory Note
|
|
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Common Stock
(1)
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1,823,308
(1)
(7)
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26.6
(8)
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I
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By Index Ventures Growth V (Jersey) L.P.
(9)
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Warrants to Purchase Stock
|
|
02/12/2031 |
Common Stock
(1)
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8,458
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26.6
(8)
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I
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By Yucca (Jersey) SLP
(5)
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Warrants to Purchase Stock
|
|
02/12/2031 |
Common Stock
(1)
|
273,496
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26.6
(8)
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I
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By Index Ventures Growth V (Jersey) L.P.
(9)
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Explanation of Responses: |
Remarks: |
Exhibit 24 - Power of Attorney |
|
/s/ Jan Hammer |
07/29/2021 |
|
** Signature of Reporting Person |
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). |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby makes, constitutes
and appoints each of Jason Warnick, Brandon Webb, and Christina Lai, or any of
them acting singly, and with full power of substitution and re-substitution,
the undersignedOs true and lawful attorney in fact (each of such persons and
their substitutes being referred to herein as the "Attorney-in-Fact"), with
full power to act for the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to:
1. Prepare, execute and submit to the U.S. Securities and Exchange Commission
("SEC"), Robinhood Markets, Inc. (the OCompanyO), and/or any national
securities exchange on which the CompanyOs securities are listed any and all
reports (including any amendments thereto) the undersigned is required to file
with the SEC, or which the Attorney-in-Fact considers it advisable to file with
the SEC, under Section 16 of the Securities Exchange Act of 1934 (the "Exchange
Act") or any rule or regulation thereunder with respect to the any security of
the Company, including Forms 3, 4 and 5; and
2. Obtain, as the undersigned's representative and on the undersigned's behalf,
information regarding transactions in the Company's equity securities from any
third party, including the Company and any brokers, dealers, employee benefit
plan administrators and trustees, and the undersigned hereby authorizes any
such third party to release any such information to the Attorney-in-Fact.
The undersigned acknowledges that:
a) This Power of Attorney authorizes, but does not require, the Attorney-in-
Fact to act in his or her discretion on information provided to such Attorney-
in-Fact without independent verification of such information;
b) Any documents prepared or executed by the Attorney-in-Fact on behalf of the
undersigned pursuant to this Power of Attorney will be in such form and will
contain such information as the Attorney-in-Fact, in his or her discretion,
deems necessary or desirable;
c) Neither the Company nor the Attorney-in-Fact assumes any liability for the
undersigned's responsibility to comply with the requirements of Section 16 of
the Exchange Act, any liability of the undersigned for any failure to comply
with such requirements, or any liability of the undersigned for disgorgement
of profits under Section 16(b) of the Exchange Act; and
d) This Power of Attorney does not relieve the undersigned from responsibility
for compliance with the undersigned's obligations under Section 16 of the
Exchange Act, including, without limitation, the reporting requirements under
Section 16 of the Exchange Act.
The undersigned hereby grants to the Attorney-in-Fact full power and authority
to do and perform each and every act and thing requisite, necessary or
advisable to be done in connection with the foregoing, as fully, to all
intents and purposes, as the undersigned might or could do in person, hereby
ratifying and confirming all that the Attorney-in-Fact, or his or her
substitute or substitutes, shall lawfully do or cause to be done by authority
of this Power of Attorney.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 4 or 5 with respect to the
undersigned's holdings of and transactions in securities of the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
Attorney-in-Fact. This Power of Attorney revokes all previous powers of
attorney with respect to the subject matter of this Power of Attorney.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of 6/19, 2021.
Signature: /s/ Jan Hammer
Print Name: Jan Hammer