Form 3 Robinhood Markets, Inc. For: Jul 29 Filed by: New Enterprise Associates 17, L.P.

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July 29, 2021 5:48 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

OMB APPROVAL

OMB Number:		3235-0104
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hours per response:		0.5

1. Name and Address of Reporting Person ^*

New Enterprise Associates 15, L.P.

(Last)

(First)

(Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM

21093

(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	X	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)

	Form filed by One Reporting Person
X	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⁾	2,509,120	D ⁽²⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series B Redeemable Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock ⁽¹⁾	55,055,000	⁽³⁾	D ⁽²⁾
Series C Redeemable Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock ⁽¹⁾	5,804,240	⁽³⁾	D ⁽²⁾
Series D Redeemable Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock ⁽¹⁾	492,853	⁽³⁾	D ⁽²⁾
Series E Redeemable Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock ⁽¹⁾	1,521,305	⁽³⁾	D ⁽²⁾
Series E Redeemable Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock ⁽¹⁾	4,486,208	⁽³⁾	I	By New Enterprise Associates 17, L.P. ⁽⁴⁾
Series F Redeemable Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock ⁽¹⁾	1,600,000	⁽³⁾	I	By New Enterprise Associates 17, L.P. ⁽⁴⁾
Tranche I Convertible Promissory Note	⁽⁵⁾	⁽⁶⁾	Common Stock ⁽¹⁾	1,409,774 ⁽¹⁾ ⁽⁶⁾	26.6 ⁽⁵⁾	D ⁽²⁾
Tranche I Convertible Promissory Note	⁽⁵⁾	⁽⁶⁾	Common Stock ⁽¹⁾	1,409,774 ⁽¹⁾ ⁽⁶⁾	26.6 ⁽⁵⁾	I	By New Enterprise Associates 17, L.P. ⁽⁴⁾
Warrants to Purchase Stock	⁽⁵⁾	02/12/2031	Common Stock ⁽¹⁾	211,466	26.6 ⁽⁵⁾	D ⁽²⁾
Warrants to Purchase Stock	⁽⁵⁾	02/12/2031	Common Stock ⁽¹⁾	211,466	26.6 ⁽⁵⁾	I	By New Enterprise Associates 17, L.P. ⁽⁴⁾

Explanation of Responses:

1. Immediately prior to closing of the Issuer's initial public offering ("IPO"), the shares of Series B Redeemable Convertible Preferred Stock, Series C Redeemable Convertible Preferred Stock, Series D Redeemable Convertible Preferred Stock, Series E Redeemable Convertible Preferred Stock and Series F 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 directly held by New Enterprise Associates 15, L.P. ("NEA 15") and are indirectly held by NEA Partners 15, L.P. ("NEA Partners 15"), the sole general partner of NEA 15, NEA 15 GP, LLC ("NEA 15 GP"), the sole general partner of NEA Partners 15, and the individual managers of NEA 15 GP (NEA Partners 15, NEA 15 GP and the individual managers of NEA 15 GP (collectively, the "Managers"), together, the "Indirect Reporting Persons"). The Managers of NEA 15 GP are Forest Baskett, Anthony A. Florence, Jr., Mohamad Makhzoumi, Josh Makower, Scott D. Sandell and Peter W. Sonsini. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 15 in which the Indirect Reporting Persons have no pecuniary interest.

3. 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.

4. The securities are directly held by New Enterprise Associates 17, L.P. ("NEA 17") and are indirectly held by NEA Partners 17, L.P. ("NEA Partners 17"), the sole general partner of NEA 17, NEA 17 GP, LLC ("NEA 17 GP"), the sole general partner of NEA Partners 17, and the individual managers of NEA 17 GP (NEA Partners 17, NEA 17 GP and the individual managers of NEA 17 GP (collectively, the "Managers"), together, the "Indirect Reporting Persons"). The Mangers of NEA 17 GP are Forest Baskett, Ali Behbahani, Carmen Chang, Anthony Florence, Jr., Liza Landsman, Mohamad Makhzoumi, Josh Makower, Edward Mathers, Scott Sandell, Peter Sonsini, Paul Walker and Rick Yang. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 17 in which the Indirect Reporting Persons have no pecuniary interest.

5. 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.

6. Following the conversion of the Preferred Stock and the Reclassification, the principal amount of the Convertible Notes (together with accrued interest thereon) will convert upon 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.

Remarks:

Scott D. Sandell, the Managing General Partner at New Enterprise Associates, Inc. and a manager of NEA 15 GP and NEA 17 GP, has been deputized to represent the Reporting Persons on the board of directors of the Issuer. By virtue of Mr. Sandell's representation, for purposes of Section 16 of the Securities Exchange Act of 1934, each of the Reporting Persons may be deemed directors by deputization of the Issuer. Mr. Sandell has filed a separate Section 16 report disclosing securities of the Issuer that he may be deemed to beneficially own for Section 16 purposes.

	/s/ Sasha Keough, attorney-in-fact	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.

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Form 3 Robinhood Markets, Inc. For: Jul 29 Filed by: New Enterprise Associates 17, L.P.

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