Director Malka Meyer sold $3,224,272 worth of shares (64,951 units at $49.64) (SEC Form 4)
$HOOD
Investment Bankers/Brokers/Service
Finance
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Robinhood Markets, Inc. [ HOOD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/27/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 02/28/2025 | S | 64,951(1)(2) | D | $49.6416(3) | 3,235,585(2) | I | By Funds(2)(4) | ||
| Class A Common Stock | 5,200,042 | I | By Trusts(5) | |||||||
| Class A Common Stock | 102,183 | I | By LLC(6) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Put option (obligation to buy) | (7) | 02/27/2025 | 02/27/2025 | S/K | 2,828,430 | (7) | (7) | Class A Common Stock | 2,828,430 | (7)(8) | 2,828,430 | I(4)(8) | By Bullfrog Funds(4)(8) | ||
| Put option (right to sell) | (7) | 02/27/2025 | 02/27/2025 | P/K | 2,828,430 | (7) | (7) | Class A Common Stock | 2,828,430 | (7)(8) | 2,828,430 | I(4)(8) | By Bullfrog Funds(4)(8) | ||
| Call option (obligation to sell) | (7) | 02/27/2025 | 02/27/2025 | S/K | 2,828,430 | (7) | (7) | Class A Common Stock | 2,828,430 | (7)(8) | 2,828,430 | I(4)(8) | By Bullfrog Funds(4)(8) | ||
| Explanation of Responses: |
| 1. Represents (i) 45,292 shares sold by Ribbit Capital II, L.P. ("Fund II") for itself and as nominee for Ribbit Founder Fund II, L.P. ("FF II"), (ii) 7,790 shares sold by Ribbit Capital III, L.P. ("Fund III") for itself and as nominee for Ribbit Founder Fund III, L.P. ("FF III"), (iii) 4,318 shares sold by RH Ribbit Opportunity II, LLC ("RH"), (iv) 4,372 shares sold by RH-D Ribbit Opportunity II, LLC ("RH-D"), (v) 3,169 shares sold by RH-E Ribbit Opportunity II, LLC ("RH-E") and (vi) 10 shares sold by RH-N Bullfrog Opportunity, LLC ("RH-N"). Following the reported transaction, none of Fund II, Fund III, RH, RH-D, RH-E and RH-N hold any shares of Class A Common Stock of the Issuer and 3,235,585 shares are held directly by Bullfrog Capital, L.P. ("Bullfrog"), for itself and as nominee for Bullfrog Founder Fund, L.P. ("Bullfrog FF"). |
| 2. As previously reported, the Reporting Person is the founder and managing partner of the Ribbit Capital family of funds, and is contractually obligated to transfer and/or remit the proceeds of any sale of shares issued pursuant to stock awards or upon vesting and settlement of restricted stock units ("RSUs") to certain entities affiliated with such funds. The reported amounts reflect previous transfers of (i) 11,821 shares to Fund II, for itself and as nominee for FF II, (ii) 2,033 shares to Fund III, for itself and as nominee for FF III, (iii) 7,011 shares to Bullfrog, for itself and as nominee for Bullfrog FF, (iv) 1,438 shares to RH, (v) 1,141 shares to RH-D, (vi) 1,055 shares to RH-E and (vii) 3 shares to RH-N. Such transfers were effected in accordance with Rule 16a-13 of the Securities Exchange Act of 1934, as amended. |
| 3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.48 to $49.87, 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. |
| 4. Ribbit Capital GP II, L.P. ("GP II") is the general partner of Fund II and FF II and the managing member of RH, RH-D, and RH-E, and Ribbit Capital GP II, Ltd. ("UGP II") is the general partner of GP II. Ribbit Capital GP III, L.P. ("GP III") is the general partner of Fund III and FF III, and Ribbit Capital GP III, Ltd. ("UGP III") is the general partner of GP III. Bullfrog Capital GP, L.P. ("BF GP") is the general partner of Bullfrog and Bullfrog FF and the managing member of RH-N, and Bullfrog Capital GP, Ltd. ("BF UGP") is the general partner of BF GP. The Reporting Person is a director of each of UGP II, UGP III and BF UGP, and disclaims beneficial ownership of such shares for purposes of Section 16 except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose. |
| 5. Represents (i) 3,936,288 shares held directly by the Malka Kleiner Revocable Trust dated July 16, 2012 (the "Malka Trust"), (ii) one share held by the Tibbir Trust and (iii) 421,251 shares held by each of the Aphrodite EM Trust, the Aphrodite MM Trust and the Aphrodite SM Trust (collectively, the "Aphrodite Trusts"). The Reporting Person serves as trustee of the Malka Trust, and the Reporting Person's immediate family member serves as trustee of the Tibbir Trust and each of the Aphrodite Trusts. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose. |
| 6. Shares held by Tibbir Holdings LLC, of which the Reporting Person serves as investment manager. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose. |
| 7. On February 27, 2025, Bullfrog and RH-N, each funds affiliated with the Reporting Person (collectively, the "Bullfrog Funds"), entered into a "zero-cost" put spread collar warrant hedging arrangement (the "Contract") relating to the Class A common stock, $0.0001 par value per share (the "Common Stock"), of Robinhood Markets, Inc. Pursuant to the Contract, which includes an initial hedge period beginning on February 27, 2025, the Bullfrog Funds (i) sold European put options on the Common Stock with a strike price equal to $26.60 (the "Warrant Strike Price"), (ii) purchased European put options on the Shares with a strike price higher than the Warrant Strike Price (the "Upper Put Strike") and (iii) sold European call options on the Shares with a strike price higher than the Warrant Strike Price and the Upper Put Strike. The Contract is expected to mature on one or more expiration dates, on or before, February 12, 2031. |
| 8. Represents (i) warrants to purchase 1,405,827 shares of the Common Stock at the Warrant Strike Price held directly by Bullfrog, for itself and as nominee for Bullfrog FF and (ii) warrants to purchase 1,422,603 shares of the Common Stock at the Warrant Strike Price held directly by RH-N. The warrants are fully exercisable as of the date hereof. The Reporting Person disclaims beneficial ownership of the securities for purposes of Section 16 except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the securities are beneficially owned by him for Section 16 or any other purpose. |
| /s/ Meyer Malka | 03/03/2025 | |
| ** 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 Number. | ||