New Enterprise Associates 15, L.P. - 29 Jul 2021 Form 3 Insider Report for Robinhood Markets, Inc. (HOOD)

Role
Director, 10%+ Owner
Signature
/s/ Sasha Keough, attorney-in-fact
Issuer symbol
HOOD
Transactions as of
29 Jul 2021
Net transactions value
$0
Form type
3
Filing time
29 Jul 2021, 17:47:43 UTC
Previous filing
30 Jul 2021
Next filing
03 Aug 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding HOOD Common Stock 2,509,120 29 Jul 2021 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding HOOD Series B Redeemable Convertible Preferred Stock 29 Jul 2021 Common Stock 55,055,000 Direct F1, F2, F3
holding HOOD Series C Redeemable Convertible Preferred Stock 29 Jul 2021 Common Stock 5,804,240 Direct F1, F2, F3
holding HOOD Series D Redeemable Convertible Preferred Stock 29 Jul 2021 Common Stock 492,853 Direct F1, F2, F3
holding HOOD Series E Redeemable Convertible Preferred Stock 29 Jul 2021 Common Stock 1,521,305 Direct F1, F2, F3
holding HOOD Series E Redeemable Convertible Preferred Stock 29 Jul 2021 Common Stock 4,486,208 By New Enterprise Associates 17, L.P. F1, F3, F4
holding HOOD Series F Redeemable Convertible Preferred Stock 29 Jul 2021 Common Stock 1,600,000 By New Enterprise Associates 17, L.P. F1, F3, F4
holding HOOD Tranche I Convertible Promissory Note 29 Jul 2021 Common Stock 1,409,774 $26.60 Direct F1, F2, F5, F6
holding HOOD Tranche I Convertible Promissory Note 29 Jul 2021 Common Stock 1,409,774 $26.60 By New Enterprise Associates 17, L.P. F1, F4, F5, F6
holding HOOD Warrants to Purchase Stock 29 Jul 2021 Common Stock 211,466 $26.60 Direct F1, F2, F5
holding HOOD Warrants to Purchase Stock 29 Jul 2021 Common Stock 211,466 $26.60 By New Enterprise Associates 17, L.P. F1, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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").
F2 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.
F3 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.
F4 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.
F5 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.
F6 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.