Statement of Changes in Beneficial Ownership (4)
04 Janeiro 2023 - 08:48PM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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 * Howard
Gretchen |
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 |
(Last)
(First)
(Middle)
C/O ROBINHOOD MARKETS, INC., 85 WILLOW ROAD |
3. Date of Earliest Transaction (MM/DD/YYYY)
1/1/2023
|
(Street)
MENLO PARK, CA 94025
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
1/1/2023 |
|
M |
|
65341 |
A |
(1) |
617923 |
D |
|
Class A Common Stock |
1/3/2023 |
|
F |
|
23766 (2) |
D |
$8.14 |
594157 |
D |
|
Class A Common Stock |
|
|
|
|
|
|
|
168064 |
I |
By Family Trust |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 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 |
Restricted Stock Units |
(1) |
1/1/2023 |
|
M |
|
|
8215 |
(3) |
2/14/2026 |
Class A Common Stock |
8215.0 |
$0 |
0 |
D |
|
Restricted Stock Units |
(1) |
1/1/2023 |
|
M |
|
|
36964 |
(4) |
8/18/2026 |
Class A Common Stock |
36964.0 |
$0 |
73929 |
D |
|
Restricted Stock Units |
(1) |
1/1/2023 |
|
M |
|
|
20162 |
(5) |
12/9/2027 |
Class A Common Stock |
20162.0 |
$0 |
161290 |
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 of 65,341 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 vested 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 vested 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 vested 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. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Howard Gretchen
C/O ROBINHOOD MARKETS, INC.
85 WILLOW ROAD
MENLO PARK, CA 94025 |
|
|
Chief Operating Officer |
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Signatures
|
/s/ Brandon Webb, attorney-in-fact for Gretchen
Howard |
|
1/4/2023 |
**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 control number. |
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