Statement of Changes in Beneficial Ownership (4)
May 16 2022 - 06:11PM
Edgar (US Regulatory)
FORM 4
[X] 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
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APPROVAL
OMB Number: 3235-0287
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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
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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)
5/12/2022
|
(Street)
TIMONIUM, MD 21093
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 |
5/12/2022 |
|
S(1) |
|
4396 |
D |
$8.41 (2) |
0 |
I |
See Note 3 (3) |
Class A Common Stock |
5/12/2022 |
|
S(4) |
|
4396 |
D |
$8.41 (2) |
0 |
I |
See Note 5 (5) |
Class A Common Stock |
|
|
|
|
|
|
|
27736 |
I |
See Note 6 (6) |
Class A Common Stock |
|
|
|
|
|
|
|
21794172 |
I |
See Note 7 (7) |
Class A Common Stock |
|
|
|
|
|
|
|
2028736 |
I |
See Note 8 (8) |
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) |
Genevieve P. Hardigg, as
trustee of the Scott Sandell Rising River Trust, dated December 20,
2012 (the "Scott Sandell Rising River Trust"), disposed of 4,396
shares of Class A Common Stock of the Issuer on May 12,
2022. |
(2) |
The price reported in Column
4 is a weighted average price. These shares were sold in multiple
transactions at prices ranging from $8.23 to $8.74, 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 (2) to this Form 4 |
(3) |
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. |
(4) |
Genevieve P. Hardigg, as
trustee of the Jennifer Ayer Sandell Rising River Trust, dated
December 20, 2012 (the "Jennifer Sandell Rising River Trust"),
disposed of 4,396 shares of Class A Common Stock of the Issuer on
May 12, 2022. |
(5) |
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. |
(6) |
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. |
(7) |
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 New Enterprise Associates 15,
L.P. ("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. |
(8) |
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 New Enterprise Associates 17,
L.P. ("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. |
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 |
|
5/16/2022 |
**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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