Statement of Changes in Beneficial Ownership (4)
May 03 2022 - 06:59PM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
|
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 * Bhatt
Baiju |
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
__X__ Officer (give title
below) _____ Other
(specify below)
Chief Creative Officer |
(Last)
(First)
(Middle)
C/O ROBINHOOD MARKETS, INC., 85 WILLOW ROAD |
3. Date of Earliest Transaction (MM/DD/YYYY)
5/1/2022
|
(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 |
5/1/2022 |
|
M |
|
239134 |
A |
(1) |
364789 |
D |
|
Class A Common Stock |
5/2/2022 |
|
S(2) |
|
115024 |
D |
$10.1368 (3) |
249765 |
D |
|
Class A Common Stock |
|
|
|
|
|
|
|
1012254 |
I |
By Living 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
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. 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 Date |
7. 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) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Restricted Stock Units |
(1) |
5/1/2022 |
|
M |
|
|
181501 |
(4) |
10/8/2026 |
Class A Common Stock |
181501.0 |
$0 |
181502 |
D |
|
Market-Based Performance Stock
Units |
(1) |
5/1/2022 |
|
M |
|
|
57633 |
(5) |
12/31/2025 |
Class A Common Stock |
57633.0 |
$0 |
11584157 |
D |
|
Explanation of
Responses: |
(1) |
Restricted stock units
("RSUs") and performance stock units ("PSUs") convert into Class A
Common Stock on a one-for-one basis upon vesting and
settlement. |
(2) |
This transaction was
effected pursuant to a Rule 10b5-1 trading plan adopted by the
Reporting Person in July 2021, which provides for an automatic sale
of a sufficient number of shares to cover the tax withholding
liability associated with the vesting and settlement of the 239,134
RSUs and PSUs reported above. |
(3) |
This transaction was
executed in multiple trades during the day at prices ranging from
$9.55 to $10.37. 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
trades were made. |
(4) |
On October 8, 2019, the
Reporting Person was granted 2,904,024 RSUs under the Robinhood
Markets, Inc. ("Robinhood") Amended and Restated 2013 Stock Plan
(the "2013 Plan"). 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 the Reporting Person's continued service with Robinhood
through the applicable vesting date and subject to accelerated
vesting in certain circumstances. |
(5) |
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 were initially tested based
on Robinhood's initial public offering ("IPO") price, and
thereafter are tested based on its trailing 60-trading-day average
daily VWAP. When a share-price goal is achieved, 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. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Bhatt Baiju
C/O ROBINHOOD MARKETS, INC.
85 WILLOW ROAD
MENLO PARK, CA 94025 |
X |
|
Chief Creative Officer |
|
Signatures
|
/s/ Brandon Webb, attorney-in-fact for Baiju
Bhatt |
|
5/3/2022 |
**Signature of
Reporting Person |
Date |
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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