Director Malka Meyer sold $97,241,811 worth of shares (3,218,399 units at $30.21) (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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
Robinhood Markets, Inc. [ HOOD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 11/06/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 11/06/2024 | S(1) | 321,218(2) | D | $30.0054(3) | 29,036,118(2) | I | By Funds(2)(4) | ||
| Class A Common Stock | 11/07/2024 | S(1) | 105,875(5) | D | $30.0031(6) | 28,930,243(5) | I | By Funds(4)(5) | ||
| Class A Common Stock | 11/08/2024 | S(1) | 2,791,306(7) | D | $30.2464(8) | 26,138,937(7) | I | By Funds(4)(7) | ||
| Class A Common Stock | 20,069 | D(9) | ||||||||
| Class A Common Stock | 60,446 | I | By Trust(10) | |||||||
| Class A Common Stock | 102,183 | I | By LLC(11) | |||||||
|
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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. These sales were effected pursuant to a Rule 10b5-1 trading plans adopted by Bullfrog Capital, L.P. ("Bullfrog") and RH-N Bullfrog Opportunity, LLC ("RH-N") on May 10, 2024 and December 14, 2023, respectively. |
| 2. Represents 315,133 shares sold by Bullfrog, for itself and as nominee for Bullfrog Founder Fund, L.P. ("Bullfrog FF") and 6,085 shares sold by RH-N. Following the reported transaction, (i) 13,274,379 shares are held directly by Ribbit Capital II, L.P. ("Fund II") for itself and as nominee for Ribbit Founder Fund II, L.P. ("FF II"), (ii) 2,283,037 shares are held directly by Ribbit Capital III, L.P. ("Fund III") for itself and as nominee for Ribbit Founder Fund III, L.P. ("FF III"), (iii) 9,338,069 shares are held directly by Bullfrog, for itself and as nominee for Bullfrog FF, (iv) 1,614,110 shares are held directly by RH Ribbit Opportunity II, LLC ("RH"), (v) 1,281,447 shares are held directly by RH-D Ribbit Opportunity II, LLC ("RH-D"), (vi) 1,184,623 shares are held directly by RH-E Ribbit Opportunity II, LLC ("RH-E"), (vii) 7 shares are held directly by RH-N and (viii) 60,446 shares are held directly by Ribbit Management Company, LLC ("Ribbit Management"). |
| 3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.05, 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, BF UGP and Ribbit Management, 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 105,875 shares sold by Bullfrog, for itself and as nominee for Bullfrog FF. Following the reported transaction, (i) 13,274,379 shares are held directly by Fund II for itself and as nominee for FF II, (ii) 2,283,037 shares are held directly by Fund III for itself and as nominee for FF III, (iii) 9,232,194 shares are held directly by Bullfrog, for itself and as nominee for Bullfrog FF, (iv) 1,614,110 shares are held directly by RH, (v) 1,281,447 shares are held directly by RH-D, (vi) 1,184,623 shares are held directly by RH-E, (vii) 7 shares are held directly by RH-N and (viii) 60,446 shares are held directly by Ribbit Management. |
| 6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.035, 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. |
| 7. Represents 2,791,306 shares sold by Bullfrog, for itself and as nominee for Bullfrog FF. Following the reported transaction, (i) 13,274,379 shares are held directly by Fund II for itself and as nominee for FF II, (ii) 2,283,037 shares are held directly by Fund III for itself and as nominee for FF III, (iii) 6,440,888 shares are held directly by Bullfrog, for itself and as nominee for Bullfrog FF, (iv) 1,614,110 shares are held directly by RH, (v) 1,281,447 shares are held directly by RH-D, (vi) 1,184,623 shares are held directly by RH-E, (vii) 7 shares are held directly by RH-N and (viii) 60,446 shares are held directly by Ribbit Management. |
| 8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.46, 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. |
| 9. 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 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. |
| 10. Shares held by the Malka Kleiner Revocable Trust dated July 16, 2012 (the "Malka Trust"), of which the Reporting Person serves as trustee. 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. |
| 11. 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. |
| /s/ Meyer Malka | 11/08/2024 | |
| ** 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). | ||
| 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. | ||