Statement of Changes in Beneficial Ownership (4)
May 04 2022 - 07:40PM
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).
|
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 |
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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 * BASKETT FOREST |
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)
1954 GREENSPRING DRIVE, SUITE 600 |
3. Date of Earliest Transaction (MM/DD/YYYY)
5/2/2022
|
(Street)
TIMONIUM, MD 21093
(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 |
5/2/2022 |
|
J(1) |
|
21794173 |
D |
$0.00 |
21794172 |
I |
See Note 2 (2) |
Class A Common Stock |
5/2/2022 |
|
J(3) |
|
326913 |
A |
$0.00 |
326913 |
I |
See Note 4 (4) |
Class A Common Stock |
5/2/2022 |
|
J(5) |
|
326913 |
D |
$0.00 |
0 |
I |
See Note 4 (4) |
Class A Common Stock |
5/2/2022 |
|
J(6) |
|
2028736 |
D |
$0.00 |
2028736 |
I |
See Note 7 (7) |
Class A Common Stock |
5/2/2022 |
|
J(8) |
|
30431 |
A |
$0.00 |
30431 |
I |
See Note 9 (9) |
Class A Common Stock |
5/2/2022 |
|
J(10) |
|
30431 |
D |
$0.00 |
0 |
I |
See Note 9 (9) |
Class A Common Stock |
5/2/2022 |
|
J(11) |
|
17754 |
A |
$0.00 |
36688 |
I |
See Note 12 (12) |
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 |
Explanation of
Responses: |
(1) |
New Enterprise Associates
15, L.P. ("NEA 15") made a pro rata distribution for no
consideration of an aggregate of 21,794,173 shares of Class A
Common Stock of the Issuer to its general partner and limited
partners on May 2, 2022. |
(2) |
The Reporting Person is a
manager of NEA 15 GP, LLC ("NEA 15 GP"), which is the sole general
partner of NEA Partners 15, L.P. ("NEA Partners 15"). NEA Partners
15 is the sole general partner of NEA 15, the direct beneficial
owner of the securities. The Reporting Person disclaims beneficial
ownership within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended, or otherwise of such portion of
the securities held by NEA 15 in which the Reporting Person has no
pecuniary interest. |
(3) |
NEA Partners 15 received
326,913 shares of Class A Common Stock of the Issuer in the
distribution by NEA 15 on May 2, 2022. |
(4) |
The Reporting Person is a
manager of NEA 15 GP, which is the sole general partner of NEA
Partners 15, the direct beneficial owner of the securities. The
Reporting Person disclaims beneficial ownership within the meaning
of Section 16 of the Securities Exchange Act of 1934, as amended,
or otherwise of such portion of the securities held by NEA Partners
15 in which the Reporting Person has no pecuniary
interest. |
(5) |
NEA Partners 15 made a pro
rata distribution for no consideration of an aggregate of 326,913
shares of Class A Common Stock of the Issuer to its limited
partners on May 2, 2022. |
(6) |
New Enterprise Associates
17, L.P. ("NEA 17") made a pro rata distribution for no
consideration of an aggregate of 2,028,736 shares of Class A Common
Stock of the Issuer to its general partner and limited partners on
May 2, 2022. |
(7) |
The Reporting Person is a
manager of NEA 17 GP, LLC ("NEA 17 GP"), which is the sole general
partner of NEA Partners 17, L.P. ("NEA Partners 17"). NEA Partners
17 is the sole general partner of NEA 17, the direct beneficial
owner of the securities. The Reporting Person disclaims beneficial
ownership within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended, or otherwise of such portion of
the securities held by NEA 17 in which the Reporting Person has no
pecuniary interest. |
(8) |
NEA Partners 17 received
30,431 shares of Class A Common Stock of the Issuer in the
distribution by NEA 17 on May 2, 2022. |
(9) |
The Reporting Person is a
manager of NEA 17 GP, which is the sole general partner of NEA
Partners 17, the direct beneficial owner of the securities. The
Reporting Person disclaims beneficial ownership within the meaning
of Section 16 of the Securities Exchange Act of 1934, as amended,
or otherwise of such portion of the securities held by NEA Partners
17 in which the Reporting Person has no pecuniary
interest. |
(10) |
NEA Partners 17 made a
distribution for no consideration of an aggregate of 30,431 shares
of Class A Common Stock of the Issuer to a limited partner on May
2, 2022. |
(11) |
The Baskett-McKay Family
Trust dtd 3/12/14 (the "Baskett Trust") received 17,754 shares of
Class A Common Stock of the Issuer in the distribution by NEA
Partners 15 on May 2, 2022. |
(12) |
The Reporting Person is a
trustee of the Baskett Trust, which is the direct beneficial owner
of the securities. The Reporting Person disclaims beneficial
ownership within the meaning of Section 16 of the 1934 Act, as
amended, or otherwise of such portion of the securities held by the
Baskett Trust in which the Reporting Person has no pecuniary
interest. |
Remarks:
Scott D. Sandell, the Managing General Partner at New Enterprise
Associates, Inc. and a manager of NEA 15 GP and NEA 17 GP, has been
deputized to represent the Reporting Person on the board of
directors of the Issuer. By virtue of Mr. Sandell's representation,
for purposes of Section 16 of the Securities Exchange Act of 1934,
the Reporting Person may be deemed a director by deputization of
the Issuer. Mr. Sandell has filed a separate Section 16 report
disclosing securities of the Issuer that he may be deemed to
beneficially own for Section 16 purposes. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
BASKETT FOREST
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM, MD 21093 |
X |
|
|
|
Signatures
|
/s/ Louis Citron,
attorney-in-fact |
|
5/4/2022 |
**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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