Form 3 Robinhood Markets, Inc. For: Jul 29 Filed by: Hammer Jan

July 29, 2021 5:32 PM EDT

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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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1. Name and Address of Reporting Person *
Hammer Jan

(Last) (First) (Middle)
ROBINHOOD MARKETS, INC.
85 WILLOW ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/29/2021
3. Issuer Name and Ticker or Trading Symbol
Robinhood Markets, Inc. [ HOOD ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock (1) 3,140,180
I
By Index Ventures Growth III (Jersey) L.P. (2)
Common Stock (1) 2,552,640
I
By Index Ventures VI (Jersey) L.P. (3)
Common Stock (1) 51,520
I
By Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P. (4)
Common Stock (1) 80,780
I
By Yucca (Jersey) SLP (5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Redeemable Convertible Preferred Stock   (6)   (6) Common Stock (1) 55,798,140 (6) I By Index Ventures VI (Jersey) L.P. (3)
Series A Redeemable Convertible Preferred Stock   (6)   (6) Common Stock (1) 1,126,280 (6) I By Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P. (4)
Series A Redeemable Convertible Preferred Stock   (6)   (6) Common Stock (1) 720,560 (6) I By Yucca (Jersey) SLP (5)
Series B Redeemable Convertible Preferred Stock   (6)   (6) Common Stock (1) 11,671,300 (6) I By Index Ventures VI (Jersey) L.P. (3)
Series B Redeemable Convertible Preferred Stock   (6)   (6) Common Stock (1) 235,580 (6) I By Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P. (4)
Series B Redeemable Convertible Preferred Stock   (6)   (6) Common Stock (1) 150,720 (6) I By Yucca (Jersey) SLP (5)
Series C Redeemable Convertible Preferred Stock   (6)   (6) Common Stock (1) 7,156,340 (6) I By Index Ventures Growth III (Jersey) L.P. (2)
Series C Redeemable Convertible Preferred Stock   (6)   (6) Common Stock (1) 108,960 (6) I By Yucca (Jersey) SLP (5)
Tranche I Convertible Promissory Note   (8)   (7) Common Stock (1) 56,390 (1) (7) 26.6 (8) I By Yucca (Jersey) SLP (5)
Tranche I Convertible Promissory Note   (8)   (7) Common Stock (1) 1,823,308 (1) (7) 26.6 (8) I By Index Ventures Growth V (Jersey) L.P. (9)
Warrants to Purchase Stock   (8) 02/12/2031 Common Stock (1) 8,458 26.6 (8) I By Yucca (Jersey) SLP (5)
Warrants to Purchase Stock   (8) 02/12/2031 Common Stock (1) 273,496 26.6 (8) I By Index Ventures Growth V (Jersey) L.P. (9)
Explanation of Responses:
1. Immediately prior to closing of the Issuer's initial public offering ("IPO"), the shares of Series A Redeemable Convertible Preferred Stock, Series B Redeemable Convertible Preferred Stock and Series C Redeemable Convertible Preferred Stock (collectively, the "Preferred Stock") will automatically convert into shares of Common Stock. Immediately following such conversion but prior to closing of the IPO, the shares of Common Stock will be reclassified into Class A Common Stock on a one-for-one basis (the "Reclassification").
2. The securities are held by Index Ventures Growth III (Jersey) L.P. ("Index Growth III"). Index Venture Growth Associates III Limited ("IVGA III") is the managing general partner of Index Growth III. The Reporting Person is a partner within the Index Ventures group. Advisors within the Index Ventures group provide advice to each of Index Growth III, Index Ventures Growth V (Jersey), L.P. ("Index Growth V"), Index Ventures VI (Jersey) L.P. ("Index VI") and Index Ventures VI Parallel Entrepreneur Fund (Jersey), L.P. ("Index VI Parallel" and together with Index Growth III, Index Growth V and Index VI, the "Funds"). The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
3. The securities are held by Index VI. Index Venture Associates VI Limited ("IVA VI") is the managing general partner of Index VI. The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
4. The securities are held by Index VI Parallel. IVA VI is the managing general partner of Index VI Parallel. The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
5. The securities are held by Yucca (Jersey) SLP ("Yucca"). Yucca is the administrator of the Index co-investment vehicles that are contractually required to mirror the relevant Fund's investment in the issuer (in this case, Index Growth III, Index VI, Index VI Parallel and Index Growth V). The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
6. These shares of Preferred Stock are convertible into Common Stock at the option of the holder, and will automatically convert into the number of shares shown in column 3 immediately prior to closing of the IPO. The Preferred Stock has no expiration date.
7. Following the conversion of the Preferred Stock and the Reclassification, the principal amount of the Convertible Note (together with accrued interest thereon) will convert upon the closing of the IPO into Class A Common Stock at a conversion price equal to $26.60. The Convertible Notes do not have a maturity date. The number of shares reported in Column 3 represents the principal amount divided by the conversion price, and the ultimate conversion amount will include additional shares representing accrued interest.
8. The Convertible Notes and Warrants were initially issued on February 12, 2021 and contained various predetermined and automatic adjustment provisions contingent upon the occurrence of specified events. As a result of the IPO pricing, the ultimate conversion or exercise price, as applicable, became fixed at $26.60, contingent upon closing of the IPO. Upon closing of the IPO, the Warrants will become exercisable for shares of Class A Common Stock.
9. The securities are held by Index Growth V. Index Venture Growth Associates V Limited ("IVGA V") is the managing general partner of Index Growth V. The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
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
 


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