CUSIP
No. 770700102
|
13D |
Page
2 of 11 Pages |
| Item 1. | Security
and Issuer. |
This
Amendment No. 2 (“Amendment No. 2”) to Schedule 13D amends and restates the statement on Schedule 13D originally filed on
August 26, 2021 and Amendment No. 1 thereto filed on February 9, 2022, relating to the Class A common stock, $.0001 par value (the “Common
Stock”) of Robinhood Markets, Inc. (the “Issuer”) having its principal executive office at 85 Willow Road in Menlo
Park, California 94025.
Certain
terms used but not defined in this Amendment No. 2 have the meanings assigned thereto in the Schedule 13D (including Amendment No. 1
thereto). Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported on
the Schedule 13D (including Amendment No. 1 thereto).
| Item 2. | Identity
and Background. |
This
statement is being filed by:
(a)
New Enterprise Associates 15, L.P. (“NEA 15”) and New Enterprise Associates 17, L.P. (“NEA 17” and, collectively
with NEA 15, the “NEA Venture Funds”);
(b) NEA
Partners 15, L.P. (“NEA Partners 15”), which is the sole general partner of NEA 15; NEA Partners 17, L.P. (“NEA Partners
17”, and, collectively with NEA Partners 15, the “GPLPs”), which is the sole general partner of NEA 17; NEA 15 GP,
LLC (“NEA 15 LLC”), which is the sole general partner of NEA Partners 15; NEA 17 GP, LLC (“NEA 17 LLC” and, collectively
with NEA 15 LLC, the “GP LLCs” and, collectively with the GPLPs, the “Control Entities”), which is the sole general
partner of NEA Partners 17; and
(c)
Forest Baskett (“Baskett”), Anthony A. Florence, Jr. (“Florence”), Mohamad H. Makhzoumi (“Makhzoumi”),
Scott D. Sandell (“Sandell”), and Peter W. Sonsini (“Sonsini”) (together, the “Managers”).
Baskett,
Florence, Makhzoumi, Sandell and Sonsini are managers of NEA 15 LLC and NEA 17 LLC.
The
persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting
Persons.”
The
address of the principal business office of the Funds, each Control Entity and Sandell is New Enterprise Associates, 1954 Greenspring
Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Baskett, Makhzoumi, and Sonsini is New Enterprise
Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Florence is New Enterprise
Associates, 104 5th Avenue, 19th Floor, New York, NY 10001.
The
principal business of the Funds is to invest in and assist growth-oriented businesses located principally in the United States. The principal
business of the GPLPs is to act as the sole general partner of the Funds. The principal business of the GP LLCs is to act as the sole
general partner of the GPLPs. The principal business of each of the Managers is to manage the Control Entities and a number of affiliated
partnerships with similar businesses.
During
the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party
to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
Each
of the Funds and the GPLPs is a Delaware limited partnership. Each of the GP LLCs is a Delaware limited liability company. Each of the
Managers is a United States citizen.
CUSIP
No. 770700102
|
13D |
Page
3 of 11 Pages |
| Item 3. | Source
and Amount of Funds or Other Consideration. |
Not
Applicable.
| Item 4. | Purpose
of Transaction. |
Not
Applicable.
| Item 5. | Interest
in Securities of the Issuer. |
Each of the Reporting Persons has ceased to own beneficially five percent
(5%) or more of the Issuer’s Common Stock.
| Item 6. | Contracts, Arrangements, Undertakings or Relationships with Respect to
Securities of the Issuer. |
Not
Applicable.
| Item 7. | Material
to be Filed as Exhibits. |
Exhibit
1 – Agreement regarding filing of joint Schedule 13D.
Exhibit
2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
CUSIP
No. 770700102
|
13D |
Page
4 of 11 Pages |
SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
EXECUTED
this 5th day of May, 2022.
NEW ENTERPRISE ASSOCIATES 15, L.P.
| By: | NEA PARTNERS 15, L.P.
General Partner |
| By: | NEA 15 GP, LLC
General Partner |
By: *
Louis S. Citron
Chief Legal Officer
NEA PARTNERS 15, L.P.
| By: | NEA 15 GP, LLC
General Partner |
By: *
Louis S. Citron
Chief Legal Officer
NEA 15 GP, LLC
By: *
Louis S. Citron
Chief Legal Officer
CUSIP
No. 770700102
|
13D |
Page
5 of 11 Pages |
*
Forest
Baskett
*
Anthony A. Florence, Jr.
*
Mohamad
H. Makhzoumi
*
Scott D. Sandell
*
Peter W. Sonsini
NEW
ENTERPRISE ASSOCIATES 17, L.P.
| By: | NEA
PARTNERS 17, L.P.
General Partner |
| By: | NEA
17 GP, LLC
General Partner |
By: *
Scott
D. Sandell
Chief
Executive Officer
NEA
PARTNERS 17, L.P.
| By: | NEA
17 GP, LLC
General Partner |
By:
*
Scott
D. Sandell
Chief
Executive Officer
NEA
17 GP, LLC
By: *
Scott
D. Sandell
Chief
Executive Officer
CUSIP
No. 770700102
|
13D |
Page
6 of 11 Pages |
*
Forest
Baskett
*
Anthony A. Florence, Jr.
*
Mohamad
H. Makhzoumi
*
Scott D. Sandell
*
Peter W. Sonsini
*/s/
Louis S. Citron
Louis S. Citron
As
attorney-in-fact
This Amendment No. 2 to Schedule 13D
was executed by Louis S. Citron on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached
as Exhibit 2.
CUSIP
No. 770700102
|
13D |
Page
7 of 11 Pages |
EXHIBIT
1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with
respect to the ownership by each of the undersigned of shares of stock of Robinhood Markets, Inc.
EXECUTED
this 5th day of May, 2022.
NEW ENTERPRISE ASSOCIATES 15, L.P.
| By: | NEA PARTNERS 15, L.P.
General Partner |
| By: | NEA 15 GP, LLC
General Partner |
By: *
Louis S. Citron
Chief Legal Officer
NEA PARTNERS 15, L.P.
| By: | NEA 15 GP, LLC
General Partner |
By: *
Louis S. Citron
Chief Legal Officer
NEA 15 GP, LLC
By: *
Louis S. Citron
Chief Legal Officer
CUSIP
No. 770700102
|
13D |
Page
8 of 11 Pages |
*
Forest
Baskett
*
Anthony A. Florence, Jr.
*
Mohamad
H. Makhzoumi
*
Scott D. Sandell
*
Peter W. Sonsini
NEW
ENTERPRISE ASSOCIATES 17, L.P.
| By: | NEA
PARTNERS 17, L.P.
General Partner |
| By: | NEA
17 GP, LLC
General Partner |
By: *
Scott
D. Sandell
Chief
Executive Officer
NEA
PARTNERS 17, L.P.
| By: | NEA
17 GP, LLC
General Partner |
By:
*
Scott
D. Sandell
Chief
Executive Officer
NEA
17 GP, LLC
By: *
Scott
D. Sandell
Chief
Executive Officer
CUSIP
No. 770700102
|
13D |
Page
9 of 11 Pages |
*
Forest
Baskett
*
Anthony A. Florence, Jr.
*
Mohamad
H. Makhzoumi
*
Scott D. Sandell
*
Peter W. Sonsini
*/s/
Louis S. Citron
Louis S. Citron
As
attorney-in-fact
This Agreement relating to Schedule 13D was executed by Louis S. Citron
on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.
CUSIP
No. 770700102
|
13D |
Page
10 of 11 Pages |
EXHIBIT
2
POWER
OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to act without the
others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and
documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his or her capacity
as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant
to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations
promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities
and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory
Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable
or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that
said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.
IN
WITNESS WHEREOF, this Power of Attorney has been signed as of the 13th day of March, 2017.
/s/
M. James Barrett
M.
James Barrett
/s/
Peter J. Barris
Peter
J. Barris
/s/
Forest Baskett
Forest
Baskett
/s/
Ali Behbahani
Ali
Behbahani
/s/
Colin Bryant
Colin
Bryant
/s/
Carmen Chang
Carmen
Chang
/s/
Anthony A. Florence, Jr.
Anthony
A. Florence, Jr.
/s/
Carol G. Gallagher
Carol
G. Gallagher
/s/
Dayna Grayson
Dayna
Grayson
/s/
Patrick J. Kerins
Patrick
J. Kerins
/s/
P. Justin Klein
P.
Justin Klein
CUSIP
No. 770700102
|
13D |
Page
11 of 11 Pages |
/s/
Vanessa Larco
Vanessa
Larco
/s/
Joshua Makower
Joshua
Makower
/s/
Mohamad H. Makhzoumi
Mohamad
H. Makhzoumi
/s/
Edward T. Mathers
Edward
T. Mathers
/s/
David M. Mott
David
M. Mott
/s/
Sara M. Nayeem
Sara
M. Nayeem
/s/
Jason R. Nunn
Jason
R. Nunn
/s/
Gregory Papadopoulos
Gregory
Papadopoulos
/s/
Chetan Puttagunta
Chetan
Puttagunta
/s/
Jon Sakoda
Jon
Sakoda
/s/
Scott D. Sandell
Scott
D. Sandell
/s/
A. Brooke Seawell
A.
Brooke Seawell
/s/
Peter W. Sonsini
Peter
W. Sonsini
/s/
Melissa Taunton
Melissa
Taunton
/s/
Frank M. Torti
Frank
M. Torti
/s/
Ravi Viswanathan
Ravi
Viswanathan
/s/
Paul E. Walker
Paul
E. Walker
/s/
Rick Yang
Rick
Yang