SEC Form SC 13G/A filed by Robinhood Markets Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ROBINHOOD MARKETS, INC.
(Name of Issuer)
CLASS A COMMON STOCK, $0.0001 PAR VALUE PER SHARE
(Title of Class of Securities)
770700102
(CUSIP Number)
DECEMBER 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☑ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 770700102 | 13G | Page 2 of 17 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Galileo (PTC) Limited | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☑ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
54,711,543 | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
54,711,543 | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,711,543 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.4% | |||||
| 12. | TYPE OF REPORTING PERSON
CO | |||||
| CUSIP No. 770700102 |
13G | Page 3 of 17 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Cardew Services Limited | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☑ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
| ||
| 6. | SHARED VOTING POWER
54,711,543 | |||
| 7. | SOLE DISPOSITIVE POWER
| |||
| 8. | SHARED DISPOSITIVE POWER
54,711,543 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,711,543 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.4% | |||||
| 12. | TYPE OF REPORTING PERSON
CO | |||||
| CUSIP No. 770700102 | 13G | Page 4 of 17 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DST Global Advisors Limited | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☑ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
54,711,543 | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
54,711,543 | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,711,543 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.4% | |||||
| 12. | TYPE OF REPORTING PERSON
CO | |||||
| CUSIP No. 770700102 | 13G | Page 5 of 17 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DST Managers V Limited | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☑ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
36,798,790 | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
36,798,790 | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,798,790 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0% | |||||
| 12. | TYPE OF REPORTING PERSON
CO | |||||
| CUSIP No. 770700102 | 13G | Page 6 of 17 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DST Managers VI Limited | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☑ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
9,435,777 | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
9,435,777 | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,435,777 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.30% | |||||
| 12. | TYPE OF REPORTING PERSON
CO | |||||
| CUSIP No. 770700102 | 13G | Page 7 of 17 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DST Managers VII Limited | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☑ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
8,476,976 | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
8,476,976 | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,476,976 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.1% | |||||
| 12. | TYPE OF REPORTING PERSON
CO | |||||
| CUSIP No. 770700102 | 13G | Page 8 of 17 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DST Global V, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☑ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
26,492,560 | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
26,492,560 | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,492,560 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.6% | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. 770700102 | 13G | Page 9 of 17 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DST Investments XIX, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☑ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
8,913,024 | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
8,913,024 | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,913,024 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.20% | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. 770700102 | 13G | Page 10 of 17 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DST Global V Co-Invest, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☑ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
1,393,206 | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
1,393,206 | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,393,206 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2% | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. 770700102 | 13G | Page 11 of 17 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DST Global VI, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☑ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
9,435,777 | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
9,435,777 | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,435,777 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.3% | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. 770700102 | 13G | Page 12 of 17 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DST Global VII, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☑ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
8,476,976 | ||
| 6. | SHARED VOTING POWER
0 | |||
| 7. | SOLE DISPOSITIVE POWER
8,476,976 | |||
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,476,976 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.1% | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. 770700102 | 13G | Page 13 of 17 Pages |
| Item 1(a). | Name of Issuer: |
ROBINHOOD MARKETS, INC.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
85 Willow Road
Menlo Park, CA 94025
| Item 2. | |
| (a) – (c) | Name of Persons Filing; Address; Citizenship |
This statement on Schedule 13(G) is being filed jointly by the following persons, collectively, the “Reporting Persons”:
| i. | Galileo (PTC) Limited |
Address: c/o Trident Trust Company (B.V.I.) Limited, Trident Chambers, P.O.
Box 146, Road Town, Tortola, British Virgin Islands
Citizenship: British Virgin Islands
| ii. | Cardew Services Limited |
Address: c/o Trident Trust Company (B.V.I.) Limited, Trident Chambers, P.O.
Box 146, Road Town, Tortola, British Virgin Islands
Citizenship: British Virgin Islands
| iii. | DST Global Advisors Limited |
Address: c/o Trident Trust Company (B.V.I.) Limited, Trident Chambers, P.O.
Box 146, Road Town, Tortola, British Virgin Islands
Citizenship: British Virgin Islands
| iv. | DST Managers V Limited |
Address: c/o Trident Trust Company (Cayman) Limited, One Capital Place, P.O.
Box 847, Grand Cayman, KY1-1103, Cayman Islands
Citizenship: Cayman Islands
| v. | DST Managers VI Limited |
Address: c/o Trident Trust Company (Cayman) Limited, One Capital Place, P.O.
Box 847, Grand Cayman, KY1-1103, Cayman Islands
Citizenship: Cayman Islands
| vi. | DST Managers VII Limited |
Address: c/o Trident Trust Company (Cayman) Limited, One Capital Place, P.O.
Box 847, Grand Cayman, KY1-1103, Cayman Islands
Citizenship: Cayman Islands
| vii. | DST Global V, L.P. |
Address: c/o Trident Trust Company (Cayman) Limited, One Capital Place, P.O.
Box 847, Grand Cayman, KY1-1103, Cayman Islands
Citizenship: Cayman Islands
| CUSIP No. 770700102 | 13G | Page 14 of 17 Pages |
| viii. | DST Investments XIX, L.P. |
Address: c/o Trident Trust Company (Cayman) Limited, One Capital Place, P.O.
Box 847, Grand Cayman, KY1-1103, Cayman Islands
Citizenship: Cayman Islands
| ix. | DST Global V Co-Invest, L.P. |
Address: c/o Trident Trust Company (Cayman) Limited, One Capital Place, P.O.
Box 847, Grand Cayman, KY1-1103, Cayman Islands
Citizenship: Cayman Islands
| x. | DST Global VI, L.P. |
Address: c/o Trident Trust Company (Cayman) Limited, One Capital Place, P.O.
Box 847, Grand Cayman, KY1-1103, Cayman Islands
Citizenship: Cayman Islands
| xi. | DST Global VII, L.P. |
Address: c/o Trident Trust Company (Cayman) Limited, One Capital Place, P.O.
Box 847, Grand Cayman, KY1-1103, Cayman Islands
Citizenship: Cayman Islands
| Item 2(d). | Title of Class of Securities: |
Class A common stock, $0.0001 par value per share (“Class A Common Stock”)
| Item 2(e). | CUSIP Number: |
770700102
| Item 3. | Not applicable. |
| Item 4. | Ownership. |
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G. The ownership percentages reported are based on 737,937,831 Class A Common Shares outstanding as of November 1, 2023, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023.
DST Managers V Limited is the general partner of each of DST Global V, L.P., DST Investments XIX, L.P., DST Global V Co-Invest, L.P., and, as such, may be deemed to beneficially own the shares held directly by each of DST Global V, L.P., DST Investments XIX, L.P., DST Global V Co-Invest, L.P.
DST Managers VI Limited is the general partner of DST Global VI, L.P., and, as such, may be deemed to beneficially own the shares held directly by DST Global VI, L.P.
DST Managers VII Limited is the general partner of DST Global VII, L.P., and, as such, may be deemed to beneficially own the shares held directly by DST Global VII, L.P.
| CUSIP No. 770700102 | 13G | Page 15 of 17 Pages |
DST Global Advisors Limited wholly owns DST Managers V Limited, DST Managers VI Limited and DST Managers VII Limited and, as such, may be deemed to beneficially own the shares beneficially owned by DST Managers V Limited, DST Managers VI Limited and DST Managers VII Limited.
Cardew Services Limited wholly owns DST Global Advisors Limited and, as such, may be deemed to beneficially own the shares beneficially owned by DST Global Advisors Limited.
Galileo (PTC) Limited wholly owns Cardew Services Limited and, as such, may be deemed to beneficially own the shares beneficially owned by Cardew Services Limited.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
Not applicable.
| CUSIP No. 770700102 | 13G | Page 16 of 17 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2024
| GALILEO (PTC) LIMITED |
| /s/ Despoina Zinonos |
| Name: Despoina Zinonos |
| Title: President |
| CARDEW SERVICES LIMITED |
| /s/ Despoina Zinonos |
| Name: Despoina Zinonos |
| Title: President |
| DST GLOBAL ADVISORS LIMITED |
| /s/ Despoina Zinonos |
| Name: Despoina Zinonos |
| Title: President |
| DST MANAGERS V LIMITED |
| /s/ Despoina Zinonos |
| Name: Despoina Zinonos |
| Title: President |
| DST MANAGERS VI LIMITED |
| /s/ Despoina Zinonos |
| Name: Despoina Zinonos |
| Title: President |
| DST MANAGERS VII LIMITED |
| /s/ Despoina Zinonos |
| Name: Despoina Zinonos |
| Title: President |
| CUSIP No. 770700102 | 13G | Page 17 of 17 Pages |
| DST GLOBAL V, L.P. |
| By: DST Managers V Limited, its General Partner |
| /s/ Despoina Zinonos |
| Name: Despoina Zinonos |
| Title: President |
| DST INVESTMENTS XIX, L.P. |
| By: DST Managers V Limited, its General Partner |
| /s/ Despoina Zinonos |
| Name: Despoina Zinonos |
| Title: President |
| DST GLOBAL V CO-INVEST, L.P. |
| By: DST Managers V Limited, its General Partner |
| /s/ Despoina Zinonos |
| Name: Despoina Zinonos |
| Title: President |
| DST GLOBAL VI, L.P. |
| By: DST Managers VI Limited, its General Partner |
| /s/ Despoina Zinonos |
| Name: Despoina Zinonos |
| Title: President |
| DST GLOBAL VII, L.P. |
| By: DST Managers VII Limited, its General Partner |
| /s/ Despoina Zinonos |
| Name: Despoina Zinonos |
| Title: President |