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 * SANDELL SCOTT D 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)    13422  A $0.00  27736  I  See Note 12 (12)
Class A Common Stock  5/2/2022    J(13)    2127  A $0.00  4396  I  See Note 14 (14)
Class A Common Stock  5/2/2022    J(15)    2127  A $0.00  4396  I  See Note 16 (16)
Class A Common Stock  5/2/2022    J(17)    1952  A $0.00  1952  I  See Note 18 (18)
Class A Common Stock  5/3/2022    S    1952  D $10.0617 (19) 0  I  See Note 18 (18)

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 Reporting Person, as trustee of the Blue Mountain Trust, dated April 29, 2019 (the "Blue Mountain Trust"), received 13,422 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 the trustee of the Blue Mountain 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 Blue Mountain Trust in which the Reporting Person has no pecuniary interest.
(13)  Genevieve P. Hardigg, as trustee of the Scott Sandell Rising River Trust, dated December 20, 2012 (the "Scott Sandell Rising River Trust"), received 2,127 shares of Class A Common Stock of the Issuer in the distribution by NEA Partners 15 on May 2, 2022.
(14)  The securities are held directly by the Scott Sandell Rising River Trust. 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 the Scott Sandell Rising River Trust in which the Reporting Person has no pecuniary interest.
(15)  Genevieve P. Hardigg, as trustee of the Jennifer Ayer Sandell Rising River Trust, dated December 20, 2012 (the "Jennifer Sandell Rising River Trust"), received 2,127 shares of Class Common Stock of the Issuer in the distribution by NEA Partners 15 on May 2, 2022.
(16)  The securities are held directly by the Jennifer Sandell Rising River Trust. 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 the Jennifer Sandell Rising River Trust in which the Reporting Person has no pecuniary interest.
(17)  NEA Investment Holdings CF, LLC ("NEA Holdings CF"), the managing member of NEA Investments TC, LLC ("NEA Investments TC"), received 1,952 shares of Class A Common Stock of the Issuer in a distribution by NEA Investments TC on May 2, 2022. NEA Investments TC received the shares in a distribution from its wholly owned subsidiary, New Enterprise Associates, LLC ("NEA LLC"), which shares were received in the distribution by NEA 15 on May 2, 2022
(18)  The Reporting Person is a member of the Board of Directors of NEA LLC, 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 LLC in which the Reporting Person has no pecuniary interest.
(19)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.03 to $10.075, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (19) to this Form 4.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SANDELL SCOTT D
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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