Daniel M. Gallagher Jr. - 01 Feb 2022 Form 4 Insider Report for Robinhood Markets, Inc. (HOOD)

Role: Chief Legal Officer
Signature: /s/ Brandon Webb, attorney-in-fact for Daniel M. Gallagher, Jr.
Issuer symbol: HOOD
Transactions as of: 01 Feb 2022
Net transactions value: -$637,949
Form type: 4
Filing time: 03 Feb 2022, 17:56:52 UTC
Previous filing: 04 Jan 2022
Next filing: 23 Feb 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	HOOD	Class A Common Stock	Options Exercise		+102,527	+56%		285,288	01 Feb 2022	Direct	F1, F2
transaction	HOOD	Class A Common Stock	Tax liability	$637,949	-43,546	-15%	$14.65	241,742	01 Feb 2022	Direct	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	Restricted Stock Units	Options Exercise	$0	-19,276	-10%	$0.000000	173,486	01 Feb 2022	Class A Common Stock	19,276		Direct	F1, F4
transaction	HOOD	Restricted Stock Units	Options Exercise	$0	-83,251	-10%	$0.000000	749,259	01 Feb 2022	Class A Common Stock	83,251		Direct	F1, F5

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

Explanation of Responses:

Id	Content
F1	Restricted stock units ("RSUs") convert into Class A Common Stock on a one-for-one basis upon vesting and settlement.
F2	The total reported in Column 5 has been adjusted by 94,674 shares to correct an understatement of total holdings first reflected in the Form 4 filed on December 3, 2021.
F3	Represents shares withheld by Robinhood Markets, Inc. ("Robinhood") to satisfy tax withholding obligations in connection with the vesting of 102,527 RSUs and does not represent a sale by the Reporting Person.
F4	On June 16, 2020, the Reporting Person was granted 308,419 RSUs under Robinhood's 2020 Equity Incentive Plan (the "2020 Plan"). One-fourth (1/4) of these RSUs were scheduled to vest 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.
F5	On September 3, 2020, the Reporting Person was granted 1,332,014 RSUs under the 2020 Plan. One-fourth (1/4) of these RSUs were scheduled to vest 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.