Director Malka Meyer was granted 377 shares and converted options into 3,955 shares (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) 03/31/2025 | ||||||||||||||||||||||||||
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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 | 03/31/2025 | A | 377 | A | (1) | 377 | D(2) | |||
| Class A Common Stock | 04/01/2025 | M | 3,955 | A | (3) | 4,332 | D(2) | |||
| Class A Common Stock | 5,200,042 | I | By Trusts(4) | |||||||
| Class A Common Stock | 102,183 | I | By LLC(5) | |||||||
| Class A Common Stock | 3,235,585 | I | By Fund(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 | ||||||||
| Restricted Stock Units | (3) | 04/01/2025 | M | 1,434 | (7) | (7) | Class A Common Stock | 1,434 | $0 | 0 | D(2) | ||||
| Restricted Stock Units | (3) | 04/01/2025 | M | 2,521 | (8) | (8) | Class A Common Stock | 2,521 | $0 | 2,522 | D(2) | ||||
| Explanation of Responses: |
| 1. On March 31, 2025, the Reporting Person was automatically granted 377 shares of Class A Common Stock under the Non-Employee Director Compensation Program of Robinhood Markets, Inc. ("Robinhood"), which permits directors to elect to receive payment of quarterly director fees in the form of stock, and Robinhood's 2021 Omnibus Incentive Plan (the "2021 Plan"). This grant was made in lieu of cash fees, based on the March 31, 2025 closing price of $41.62 per share of Class A Common Stock, and these shares were fully vested upon grant. |
| 2. 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 of the Securities Exchange Act of 1934 ("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. |
| 3. RSUs convert into Class A Common Stock on a one-for-one basis upon vesting and settlement. |
| 4. 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. |
| 5. 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. |
| 6. Shares held by Bullfrog Capital, L.P. ("Bullfrog"), for itself and as nominee for Bullfrog Founder Fund, L.P. ("Bullfrog FF"). Bullfrog Capital GP, L.P. ("BF GP") is the general partner of Bullfrog and Bullfrog FF, and Bullfrog Capital GP, Ltd. ("BF UGP") is the general partner of BF GP. The Reporting Person is a director 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. |
| 7. On March 23, 2022, the Reporting Person was granted 17,201 RSUs under the 2021 Plan. One-twelfth (1/12) of these RSUs vested on July 1, 2022, with the remainder scheduled to vest in eleven (11) equal quarterly installments thereafter, 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. |
| 8. On June 26, 2024, the Reporting Person was granted 10,085 RSUs under the 2021 Plan. One-fourth (1/4) of these RSUs vested on October 1, 2024, with the remainder scheduled to vest 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. |
| /s/ Meyer Malka | 04/02/2025 | |
| ** 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. | ||