Baiju Bhatt - Jul 28, 2021 Form 4 Insider Report for Robinhood Markets, Inc. (HOOD)

Role: Chief Creative Officer, Director, 10%+ Owner
Signature: /s/ Christina Lai, attorney-in-fact for Baiju Bhatt
Stock symbol: HOOD
Transactions as of: Jul 28, 2021
Transactions value $: -$121,119,240
Form type: 4
Date filed: 7/30/2021, 04:23 PM
Next filing: Aug 3, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	HOOD	Common Stock	Options Exercise		+4.01M			4.01M	Jul 28, 2021	Direct	F1, F2, F3
transaction	HOOD	Common Stock	Tax liability	-$75.6M	-1.99M	-49.58%	$38.00	2.02M	Jul 28, 2021	Direct	F1, F4
transaction	HOOD	Common Stock	Sale	-$45.5M	-1.25M	-61.77%	$36.40	774K	Jul 28, 2021	Direct	F1, F5, F6
holding	HOOD	Common Stock						60.8M	Jul 28, 2021	By Living Trust	F1
holding	HOOD	Common Stock						565K	Jul 28, 2021	By Family Trust	F1
holding	HOOD	Common Stock						1.72M	Jul 28, 2021	By 2018 GRAT	F1
holding	HOOD	Common Stock						2M	Jul 28, 2021	By 2021 GRAT	F1

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	Restricted Stock Units	Options Exercise	$0	-2M	-68.75%	$0.00	908K	Jul 28, 2021	Common Stock	2M		Direct	F1, F3, F7
transaction	HOOD	Market-Based Performance Stock Units	Options Exercise	$0	-2.02M	-14.58%	$0.00	11.8M	Jul 28, 2021	Common Stock	2.02M		Direct	F1, F3, F8

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Shares of Common Stock will automatically be reclassified as shares of Class A Common Stock on a one-for-one basis upon the filing of the Amended and Restated Certificate of Incorporation of Robinhood Markets, Inc. ("Robinhood") immediately prior to the closing of Robinhood's initial public offering ("IPO").
F2	Represents shares received upon vesting of Restricted Stock Units ("RSUs") and Performance Stock Units ("PSUs") in connection with the IPO Liquidity Event (as defined below).
F3	RSUs and PSUs convert into Common Stock on a one-for-one basis upon vesting and settlement.
F4	Represents shares withheld by Robinhood to satisfy tax withholding obligations in connection with the vesting of a total of 4,013,657 RSUs and PSUs and does not represent a sale by the Reporting Person.
F5	Represents shares sold by the Reporting Person as a selling stockholder in the IPO.
F6	Represents the IPO price, less underwriting discounts and commissions.
F7	On October 8, 2019, the Reporting Person was granted 2,904,024 RSUs under Robinhood's Amended and Restated 2013 Stock Plan (the "2013 Plan"). Subject to accelerated vesting in certain circumstances, one-fourth (1/4) of these RSUs were scheduled to vest on August 1, 2019, with the remainder scheduled to vest in twelve (12) equal quarterly installments thereafter, in each case subject to (a) the Reporting Person's continued service with Robinhood through the applicable vesting date and (b) the occurrence of a liquidity event, which was satisfied upon the effectiveness of Robinhood's IPO registration statement on Form S-1 ("Liquidity Event").
F8	On October 8, 2019, the Reporting Person was granted 13,831,829 market-based PSUs under the 2013 Plan, which award was amended and restated on May 26, 2021. Subject to accelerated vesting in certain circumstances, portions of the award become eligible to vest based on satisfaction of share-price goals of $30.45 (20% portion), $50.75 (30% portion), and $101.50 (50% portion). These goals are initially tested based on the IPO price and, thereafter, based on 60-trading-day average daily VWAP. When a share-price goal is achieved, subject to the occurrence of a Liquidity Event, half of the PSUs allocated to that level vest immediately, with the other half of the PSUs allocated to that level vesting in accordance with a time-based service schedule in twenty-four (24) equal quarterly installments from a vesting commencement date of August 1, 2018 through August 1, 2024, subject to the Reporting Person's continued service with Robinhood through the applicable vesting date.