SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Zoellick Robert B.

(Last)

(First)

(Middle)

C/O ROBINHOOD MARKETS, INC.

85 WILLOW ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/25/2024		M		5,625	A	⁽¹⁾	79,707	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	06/25/2024		M			5,625	⁽²⁾	⁽²⁾	Class A Common Stock	5,625	$0	0	D
Restricted Stock Units	⁽¹⁾	06/26/2024		A⁽³⁾		10,085		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	10,085	$0	10,085	D

Explanation of Responses:

1. Restricted stock units ("RSUs") convert into Class A Common Stock on a one-for-one basis upon vesting and settlement.

2. On June 20, 2023, the Reporting Person was granted 22,500 RSUs under the Robinhood Markets, Inc. ("Robinhood") 2021 Omnibus Incentive Plan (the "2021 Plan"). One-fourth (1/4) of these RSUs vested on October 1, 2023, with the remainder vesting in three (3) equal quarterly installments thereafter (except the final installment vested on the day before Robinhood's 2024 annual meeting of stockholders), in each case subject to the Reporting Person's continued service with Robinhood through the applicable vesting date and subject to accelerated vesting in certain circumstances.

3. This RSU award represents the Reporting Person's annual grant pursuant to the Non-Employee Director Compensation Program of Robinhood and was granted automatically on the date of Robinhood's annual meeting of stockholders.

4. On June 26, 2024, the Reporting Person was granted 10,085 RSUs under Robinhood's 2021 Plan. One-fourth (1/4) of these RSUs will vest on October 1, 2024, with the remainder vesting in three (3) equal quarterly installments thereafter (except the final installment will vest no later than the day before Robinhood's 2025 annual meeting of stockholders), in each case subject to the Reporting Person's continued service with Robinhood through the applicable vesting date and subject to accelerated vesting in certain circumstances.

Remarks:

	/s/ Brandon Webb, attorney-in-fact for Robert Zoellick	06/27/2024
	** 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).
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