0001209191-21-048586.txt : 20210729 0001209191-21-048586.hdr.sgml : 20210729 20210729174907 ACCESSION NUMBER: 0001209191-21-048586 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210729 FILED AS OF DATE: 20210729 DATE AS OF CHANGE: 20210729 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SANDELL SCOTT D CENTRAL INDEX KEY: 0001237289 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40691 FILM NUMBER: 211128929 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Robinhood Markets, Inc. CENTRAL INDEX KEY: 0001783879 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 464364776 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 85 WILLOW STREET CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 844-428-5411 MAIL ADDRESS: STREET 1: 85 WILLOW STREET CITY: MENLO PARK STATE: CA ZIP: 94025 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-07-29 0 0001783879 Robinhood Markets, Inc. HOOD 0001237289 SANDELL SCOTT D 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 1 0 1 0 Common Stock 2509120 I See Note 2 Series B Redeemable Convertible Preferred Stock Common Stock 55055000 I See Note 2 Series C Redeemable Convertible Preferred Stock Common Stock 5804240 I See Note 2 Series D Redeemable Convertible Preferred Stock Common Stock 492853 I See Note 2 Series E Redeemable Convertible Preferred Stock Common Stock 1521305 I See Note 2 Series E Redeemable Convertible Preferred Stock Common Stock 4486208 I See Note 4 Series F Redeemable Convertible Preferred Stock Common Stock 1600000 I See Note 4 Tranche I Convertible Promissory Note 26.60 Common Stock 1409774 I See Note 2 Tranche I Convertible Promissory Note 26.60 Common Stock 1409774 I See Note 4 Warrants to Purchase Stock 26.60 2031-02-12 Common Stock 211466 I See Note 2 Warrants to Purchase Stock 26.60 2031-02-12 Common Stock 211466 I See Note 4 Immediately prior to closing of the Issuer's initial public offering ("IPO"), the shares of Series B Redeemable Convertible Preferred Stock, Series C Redeemable Convertible Preferred Stock, Series D Redeemable Convertible Preferred Stock, Series E Redeemable Convertible Preferred Stock and Series F Redeemable Convertible Preferred Stock (collectively, the "Preferred Stock") will automatically convert into shares of Common Stock. Immediately following such conversion but prior to closing of the IPO, the shares of Common Stock will be reclassified into Class A Common Stock on a one-for-one basis (the "Reclassification"). The Reporting Person is a manager of NEA 15 GP, LLC, 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. These shares of Preferred Stock are convertible into Common Stock at the option of the holder, and will automatically convert into the number of shares shown in column 3 upon closing of the IPO. The Preferred Stock has no expiration date. The Reporting Person is a manager of NEA 17 GP, LLC, 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. The Convertible Notes and Warrants were initially issued on February 12, 2021 and contained various predetermined and automatic adjustment provisions contingent upon the occurrence of specified events. As a result of the IPO pricing, the ultimate conversion or exercise price, as applicable, became fixed at $26.60, contingent upon closing of the IPO. Upon closing of the IPO, the Warrants will become exercisable for shares of Class A Common Stock. Following the conversion of the Preferred Stock and the Reclassification, the principal amount of the Convertible Notes (together with accrued interest thereon) will convert upon closing of the IPO into Class A Common Stock at a conversion price equal to $26.60. The Convertible Notes do not have a maturity date. The number of shares reported in Column 3 represents the principal amount divided by the conversion price, and the ultimate conversion amount will include additional shares representing accrued interest. /s/ Sasha Keough, attorney-in-fact 2021-07-29