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Form 4 Robinhood Markets, Inc. For: Jul 01 Filed by: Howard Gretchen

July 5, 2022 6:23 PM EDT

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FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Howard Gretchen

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

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Robinhood Markets, Inc. [ HOOD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2022
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 07/01/2022   M   65,339 A (1) 480,520 D  
Class A Common Stock 07/01/2022   F   32,396 (2) D $ 8.18 448,124 D  
Class A Common Stock               168,064 I By Family 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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 (1) 07/01/2022   M     8,214   (3) 02/14/2026 Class A Common Stock 8,214.00 $ 0 49,286 D  
Restricted Stock Units (1) 07/01/2022   M     36,964   (4) 08/18/2026 Class A Common Stock 36,964.00 $ 0 147,857 D  
Restricted Stock Units (1) 07/01/2022   M     20,161   (5) 12/09/2027 Class A Common Stock 20,161.00 $ 0 201,613 D  
Explanation of Responses:
1. Restricted stock units ("RSUs") convert into Class A Common Stock on a one-for-one basis upon vesting and settlement.
2. Represents shares withheld by Robinhood Markets, Inc. ("Robinhood") to satisfy tax withholding obligations in connection with the vesting and settlement of 65,339 RSUs and does not represent a sale by the Reporting Person.
3. On February 15, 2019, the Reporting Person was granted 394,283 RSUs under Robinhood's Amended and Restated 2013 Stock Plan (the "2013 Plan"), which award was amended and restated on January 13, 2020. One-fourth (1/4) of these RSUs were scheduled to vest on January 1, 2020, with the remainder scheduled to vest in thirty-six (36) equal monthly installments thereafter, in each case subject to the Reporting Person's continued service with Robinhood through the applicable vesting date and subject to accelerated vesting in certain circumstances.
4. On August 19, 2019, the Reporting Person was granted 591,425 RSUs under the 2013 Plan, which award was amended and restated on January 13, 2020. One-eighth (1/8) of these RSUs were scheduled to vest on January 1, 2020, with the remainder scheduled to vest in fourteen (14) equal quarterly installments thereafter, in each case subject to the Reporting Person's continued service with Robinhood through the applicable vesting date and subject to accelerated vesting in certain circumstances.
5. On December 9, 2020, the Reporting Person was granted 322,580 RSUs under Robinhood's 2020 Equity Incentive Plan. One-sixteenth (1/16) of these RSUs were scheduled to vest on April 1, 2021, with the remainder scheduled to vest in fifteen (15) equal quarterly installments thereafter, in each case subject to the Reporting Person's continued service with Robinhood through the applicable vesting date and subject to accelerated vesting in certain circumstances.
/s/ Brandon Webb, attorney-in-fact for Gretchen Howard 07/05/2022
** 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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