Statement of Changes in Beneficial Ownership (4)
03 Maio 2023 - 08:25PM
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).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
|
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
|
|
1. Name
and Address of Reporting Person *
Gallagher Daniel Martin Jr |
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 Legal Officer |
(Last)
(First)
(Middle)
C/O ROBINHOOD MARKETS, INC., 85 WILLOW ROAD |
3. Date of Earliest Transaction (MM/DD/YYYY)
5/1/2023
|
(Street)
MENLO PARK, CA 94025 |
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 |
(City)
(State)
(Zip)
|
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate
that a transaction was made pursuant to a contract, instruction or
written plan that is intended to satisfy the affirmative defense
conditions of Rule 10b5-1(c). See Instruction 10. |
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 |
5/1/2023 |
|
M |
|
102527 |
A |
(1) |
530786 |
D |
|
Class A Common Stock |
5/1/2023 |
|
F |
|
49522 (2) |
D |
$8.82 |
481264 |
D |
|
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) |
5/1/2023 |
|
M |
|
|
83251 |
(3) |
9/3/2027 |
Class A Common Stock |
83251.0 |
$0 |
333004 |
D |
|
Restricted Stock Units |
(1) |
5/1/2023 |
|
M |
|
|
19276 |
(4) |
6/16/2027 |
Class A Common Stock |
19276.0 |
$0 |
77105 |
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
102,527 RSUs and does not represent a sale by the Reporting
Person. |
(3) |
On September 3, 2020, the
Reporting Person was granted 1,332,014 RSUs under Robinhood's 2020
Equity Incentive Plan (the "2020 Plan"). One-fourth (1/4) of these
RSUs vested on May 12, 2021, with the remainder scheduled to vest
in twelve (12) 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. On September 8, 2021,
the RSU award was amended to move each subsequent vesting date to
the first day of the calendar month in which it was otherwise
scheduled to occur. |
(4) |
On June 16, 2020, the
Reporting Person was granted 308,419 RSUs under Robinhood's 2020
Plan. One-fourth (1/4) of these vested on May 12, 2021, with the
remainder scheduled to vest in twelve (12) 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. On September 8, 2021, the RSU award was amended to
move each subsequent vesting date to the first day of the calendar
month in which it was otherwise scheduled to occur. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Gallagher Daniel Martin Jr
C/O ROBINHOOD MARKETS, INC.
85 WILLOW ROAD
MENLO PARK, CA 94025 |
|
|
Chief Legal Officer |
|
Signatures
|
/s/ Brandon Webb, attorney-in-fact for Daniel M.
Gallagher, Jr. |
|
5/3/2023 |
**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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