FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

RUBINSTEIN JONATHAN
2. Issuer Name and Ticker or Trading Symbol

Robinhood Markets, Inc. [ HOOD ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O ROBINHOOD MARKETS, INC., 85 WILLOW ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

12/31/2022
(Street)

MENLO PARK, CA 94025
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock         0 (1)D  
Class A Common Stock         86055 (1)I By Trust 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (2)12/31/2022  A   3854     (3) (3)Class A Common Stock 3854.0 $0 3854 D  

Explanation of Responses:
(1) Reflects the prior transfer of 4,528 shares of Class A Common Stock from the Reporting Person to a trust, which transfer effected only a change in the form of beneficial ownership and did not result in any change in the Reporting Person's pecuniary interest in such shares.
(2) Restricted stock units ("RSUs") convert into Class A Common Stock on a one-for-one basis upon vesting and settlement.
(3) On December 31, 2022, the Reporting Person was automatically granted 3,854 RSUs under the Non-Employee Director Compensation Program of Robinhood Markets, Inc. ("Robinhood"), which permits directors to elect to receive payment of quarterly director fees in the form of RSUs, and the Robinhood 2021 Omnibus Incentive Plan. This grant was made in lieu of cash fees, based on the December 30, 2022 closing price of $8.14 per share of Class A Common Stock, and these RSUs were fully vested upon grant. Pursuant to a deferral election, vested shares will be delivered to the Reporting Person on January 2, 2027 or, if earlier, upon (1) the termination of his service with Robinhood, (2) his death or disability, or (3) a change in control of Robinhood.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
RUBINSTEIN JONATHAN
C/O ROBINHOOD MARKETS, INC.
85 WILLOW ROAD
MENLO PARK, CA 94025
X



Signatures
/s/ Brandon Webb, attorney-in-fact for Jonathan Rubinstein1/4/2023
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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