Mohamad Makhzoumi - Aug 2, 2021 Form 4 Insider Report for Robinhood Markets, Inc. (HOOD)

Role
Director, 10%+ Owner
Signature
/s/ Sasha Keough, attorney-in-fact
Stock symbol
HOOD
Transactions as of
Aug 2, 2021
Transactions value $
$77,118,720
Form type
4
Date filed
8/3/2021, 05:50 PM
Previous filing
Jul 29, 2021
Next filing
Oct 19, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HOOD Common Stock Conversion of derivative security +55.1M +2194.2% 57.6M Aug 2, 2021 See Note 2 F1, F2
transaction HOOD Common Stock Conversion of derivative security +5.8M +10.08% 63.4M Aug 2, 2021 See Note 2 F1, F2
transaction HOOD Common Stock Conversion of derivative security +493K +0.78% 63.9M Aug 2, 2021 See Note 2 F1, F2
transaction HOOD Common Stock Conversion of derivative security +1.52M +2.38% 65.4M Aug 2, 2021 See Note 2 F1, F2
transaction HOOD Common Stock Conversion of derivative security +4.49M 4.49M Aug 2, 2021 See Note 3 F1, F3
transaction HOOD Common Stock Conversion of derivative security +1.6M +35.66% 6.09M Aug 2, 2021 See Note 3 F1, F3
transaction HOOD Common Stock Other -65.4M -100% 0 Aug 2, 2021 See Note 2 F2, F4
transaction HOOD Common Stock Other -6.09M -100% 0 Aug 2, 2021 See Note 3 F3, F4
transaction HOOD Class A Common Stock Other +65.4M 65.4M Aug 2, 2021 See Note 2 F2, F4
transaction HOOD Class A Common Stock Other +6.09M 6.09M Aug 2, 2021 See Note 3 F3, F4
transaction HOOD Class A Common Stock Conversion of derivative security $38.6M +1.45M +2.22% $26.60 66.8M Aug 2, 2021 See Note 2 F2
transaction HOOD Class A Common Stock Conversion of derivative security $38.6M +1.45M +23.82% $26.60 7.54M Aug 2, 2021 See Note 3 F3

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
transaction HOOD Series B Redeemable Convertible Preferred Stock Conversion of derivative security $0 -55.1M -100% $0.00* 0 Aug 2, 2021 Common Stock 55.1M See Note 2 F1, F2
transaction HOOD Series C Redeemable Convertible Preferred Stock Conversion of derivative security $0 -5.8M -100% $0.00* 0 Aug 2, 2021 Common Stock 5.8M See Note 2 F1, F2
transaction HOOD Series D Redeemable Convertible Preferred Stock Conversion of derivative security $0 -493K -100% $0.00* 0 Aug 2, 2021 Common Stock 493K See Note 2 F1, F2
transaction HOOD Series E Redeemable Convertible Preferred Stock Conversion of derivative security $0 -1.52M -100% $0.00* 0 Aug 2, 2021 Common Stock 1.52M See Note 2 F1, F2
transaction HOOD Series E Redeemable Convertible Preferred Stock Conversion of derivative security $0 -4.49M -100% $0.00* 0 Aug 2, 2021 Common Stock 4.49M See Note 3 F1, F3
transaction HOOD Series F Redeemable Convertible Preferred Stock Conversion of derivative security $0 -1.6M -100% $0.00* 0 Aug 2, 2021 Common Stock 1.6M See Note 3 F1, F3
transaction HOOD Tranche I Convertible Promissory Note Conversion of derivative security $0 -1.45M -100% $0.00* 0 Aug 2, 2021 Class A Common Stock 1.45M $26.60 See Note 2 F2, F5
transaction HOOD Tranche I Convertible Promissory Note Conversion of derivative security $0 -1.45M -100% $0.00* 0 Aug 2, 2021 Class A Common Stock 1.45M $26.60 See Note 3 F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The 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") were convertible at any time at the holder's election and automatically converted immediately prior to closing of the Issuer's initial public offering ("IPO") into an equal number of shares of Common Stock without payment of additional consideration. The Preferred Stock had no expiration date.
F2 The Reporting Person is a manager of NEA 15 GP, LLC, which is the sole general partner of NEA Partners 15, L.P. ("NEA Partners 15"). NEA Partners 15 is the sole general partner of New Enterprise Associates 15, L.P. ("NEA 15"), the direct beneficial owner of the securities. The Reporting Person disclaims 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 Reporting Person has no pecuniary interest.
F3 The Reporting Person is a manager of NEA 17 GP, LLC, which is the sole general partner of NEA Partners 17, L.P. ("NEA Partners 17"). NEA Partners 17 is the sole general partner of New Enterprise Associates 17, L.P. ("NEA 17"), the direct beneficial owner of the securities. The Reporting Person disclaims 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 Reporting Person has no pecuniary interest.
F4 Immediately prior to closing of the IPO and following the conversion of each series of the Issuer's Preferred Stock into Common Stock, each share of Common Stock was reclassified into one share of Class A Common Stock in an exempt transaction pursuant to Rule 16b-7 and Rule 16b-3 (the "Reclassification").
F5 Following the conversion of the Preferred Stock and the Reclassification, the principal amount of the Tranche I Convertible Promissory Notes (the "Convertible Notes") (together with accrued interest thereon) automatically converted into Class A Common Stock at a conversion price equal to $26.60. The Convertible Notes did not have a maturity date. The treatment of the Convertible Notes in the IPO was exempt pursuant to Rule 16b-6 and Rule 16b-3.

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 Person 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, the Reporting Person may be deemed a director 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.