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

Role: Chief Marketing Officer
Signature: /s/ Christina Lai, attorney-in-fact for Christina Smedley
Stock symbol: HOOD
Transactions as of: Jul 28, 2021
Transactions value $: -$6,368,263
Form type: 4
Date filed: 7/30/2021, 04:25 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	HOOD	Common Stock	Options Exercise		+175K			175K	Jul 28, 2021	Direct	F1, F2, F3
transaction	HOOD	Common Stock	Tax liability	-$2.84M	-74.8K	-42.84%	$38.00	99.9K	Jul 28, 2021	Direct	F1, F4
transaction	HOOD	Common Stock	Sale	-$3.52M	-99.9K	-100%	$35.28	0	Jul 29, 2021	Direct	F5

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	-143K	-18.75%	$0.00	618K	Jul 28, 2021	Common Stock	143K		Direct	F1, F3, F6
transaction	HOOD	Restricted Stock Units	Options Exercise	$0	-32.3K	-12.5%	$0.00	226K	Jul 28, 2021	Common Stock	32.3K		Direct	F1, F3, F7

* 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") in connection with the IPO Liquidity Event (as defined below).
F3	RSUs 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 174,758 RSUs and does not represent a sale by the Reporting Person.
F5	This transaction was executed in multiple trades during the day at prices ranging from $34.82 to $39.99. The weighted-average price is reported above. The reporting person hereby undertakes to provide to the SEC staff, the Issuer, or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transactions were effected.
F6	On December 9, 2020, the reporting person was granted 760,000 RSUs under Robinhood's 2020 Equity Incentive Plan (the "2020 Plan"). Subject to accelerated vesting in certain circumstances, one-fourth (1/4) of these RSUs were scheduled to vest on September 1, 2021, 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").
F7	On March 10, 2021, the reporting person was granted 258,065 RSUs under the 2020 Plan. Subject to accelerated vesting in certain circumstances, one-fourth (1/4) of these RSUs were scheduled to vest on January 1, 2022, 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.