SEC Form SC 13G/A filed by Robinhood Markets Inc. (Amendment)

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.

 NAMES OF REPORTING PERSONS

 Index Ventures VI (Jersey) L.P.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Jersey, Channel Islands

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 49,015,456 (1)

 SHARED VOTING POWER

 0

 SOLE DISPOSITIVE POWER

 49,015,456 (1)

 SHARED DISPOSITIVE POWER

 0

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 49,015,456 (1)

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 6.6% (1)

 TYPE OF REPORTING PERSON

 PN

Index Ventures VI (Jersey) L.P. (“Index Ventures VI”) directly owns 49,015,456 shares of the Issuer’s Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”). The percent of class was calculated based on 737,937,831 shares of Class A Common Stock outstanding as of November 1, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023.

 NAMES OF REPORTING PERSONS

 Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Jersey, Channel Islands

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 989,336 (1)

 SHARED VOTING POWER

 0

 SOLE DISPOSITIVE POWER

 989,336 (1)

 SHARED DISPOSITIVE POWER

 0

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 989,336 (1)

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 0.1% (1)

 TYPE OF REPORTING PERSON

 PN

Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P. (“Index Ventures VI Parallel” and together with Index Ventures VI, the “Index VI Funds”) directly owns 989,336 shares of the Issuer’s Class A Common Stock. The percent of class was calculated based on 737,937,831 shares of Class A Common Stock outstanding as of November 1, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023.

 NAMES OF REPORTING PERSONS

 Index Venture Associates VI Limited

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Jersey, Channel Islands

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 50,637,760 (1)

 SHARED VOTING POWER

 0

 SOLE DISPOSITIVE POWER

 50,637,760 (1)

 SHARED DISPOSITIVE POWER

 0

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 50,637,760 (1)

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 6.9% (1)

 TYPE OF REPORTING PERSON

 CO

Index Venture Associates VI Limited (“IVA VI”) may be deemed to beneficially own an aggregate of 50,637,760 shares of Class A Common Stock, consisting of (i) 50,004,792 shares of Class A Common Stock held directly by the Index VI Funds and (ii) 632,968 shares of Class A Common Stock held directly by Yucca. The percent of class was calculated based on 737,937,831 shares of Class A Common Stock outstanding as of November 1, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023.

 NAMES OF REPORTING PERSONS

 Index Ventures Growth III (Jersey), L.P.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Jersey, Channel Islands

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 7,207,564 (1)

 SHARED VOTING POWER

 0

 SOLE DISPOSITIVE POWER

 7,207,564 (1)

 SHARED DISPOSITIVE POWER

 0

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 7,207,564 (1)

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 1.0% (1)

 TYPE OF REPORTING PERSON

 PN

Index Ventures Growth III (Jersey), L.P. (“Index Growth III”) directly owns 7,207,564 shares of the Issuer’s Class A Common Stock. The percent of class was calculated based on 737,937,831 shares of Class A Common Stock outstanding as of November 1, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023.

 NAMES OF REPORTING PERSONS

 Index Venture Growth Associates III Limited

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Jersey, Channel Islands

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 7,317,310 (1)

 SHARED VOTING POWER

 0

 SOLE DISPOSITIVE POWER

 7,317,310 (1)

 SHARED DISPOSITIVE POWER

 0

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 7,317,310 (1)

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 1.0% (1)

 TYPE OF REPORTING PERSON

 CO

Index Venture Growth Associates III Limited (“IVGA III”) may be deemed to beneficially own an aggregate of 7,317,310 shares of Class A Common Stock, consisting of (i) 7,207,564 shares of Class A Common Stock held directly by Index Growth III and (ii) 109,746 shares of Class A Common Stock held directly by Yucca. The percent of class was calculated based on 737,937,831 shares of Class A Common Stock outstanding as of November 1, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023.

 NAMES OF REPORTING PERSONS

 Index Ventures Growth V (Jersey), L.P.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Jersey, Channel Islands

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 2,148,312 (1)

 SHARED VOTING POWER

 0

 SOLE DISPOSITIVE POWER

 2,148,312 (1)

 SHARED DISPOSITIVE POWER

 0

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 2,148,312 (1)

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 0.3% (1)

 TYPE OF REPORTING PERSON

 PN

Index Ventures Growth V (Jersey), L.P. (“Index Growth V” and together with the Index VI Funds and Index Growth III, the “Index Venture Funds”) directly owns (i) 1,874,816 shares of the Issuer’s Class A Common Stock and (ii) 273,496 shares of Class A Common Stock underlying Warrants exercisable within 60 days of December 31, 2023. The percent of class was calculated based on 737,937,831 shares of Class A Common Stock outstanding as of November 1, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023.

 NAMES OF REPORTING PERSONS

 Index Venture Growth Associates V Limited

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Jersey, Channel Islands

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 2,214,754 (1)

 SHARED VOTING POWER

 0

 SOLE DISPOSITIVE POWER

 2,214,754 (1)

 SHARED DISPOSITIVE POWER

 0

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 2,214,754 (1)

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 0.3% (1)

 TYPE OF REPORTING PERSON

 CO

Index Venture Growth Associates V Limited (“IVGA V”) may be deemed to beneficially own an aggregate of 2,214,754 shares of Class A Common, consisting of (i) 1,874,816 shares of Class A Common Stock held directly by Index Growth V, (ii) 273,496 shares of Class A Common Stock underlying Warrants held directly by Index Growth V, (iii) 57,984 shares of Class A Common Stock held directly by Yucca and (iv) 8,458 shares of Class A Common Stock underlying Warrants held directly by Yucca. The percent of class was calculated based on 737,937,831 shares of Class A Common Stock outstanding as of November 1, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023.

 NAMES OF REPORTING PERSONS

 Yucca (Jersey) SLP

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Jersey, Channel Islands

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 809,156 (1)

 SHARED VOTING POWER

 0

 SOLE DISPOSITIVE POWER

 809,156 (1)

 SHARED DISPOSITIVE POWER

 0

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 809,156 (1)

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 0.1% (1)

 TYPE OF REPORTING PERSON

 PN

Yucca (Jersey) SLP (“Yucca”) directly owns (i) 800,698 shares of the Issuer’s Class A Common Stock and (ii) 8,458 shares of Class A Common Stock underlying Warrants exercisable within 60 days of December 31, 2023. The percent of class was calculated based on 737,937,831 shares of Class A Common Stock outstanding as of November 1, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023.

Issuer

85 Willow Street

Menlo Park, CA 94025

Filing Person

(i)  Index Ventures VI, a Jersey, Channel Islands partnership.

(ii)  Index Ventures VI Parallel, a Jersey, Channel Islands partnership.

(iii)   IVA VI, a Jersey, Channel Islands corporation, the general partner of the Index VI Funds.

(iv) Index Growth III, a Jersey, Channel Islands partnership.

(v)   IVGA III, a Jersey, Channel Islands corporation, the general partner of Index Growth III.

(vi) Index Growth V, a Jersey, Channel Islands partnership.

(vii)  IVGA V, a Jersey, Channel Islands corporation, the general partner of Index Growth V.

(viii)  Yucca, a Jersey, Channel Islands separate partnership.

The address of the principal business office of each of the reporting persons is 44 Esplanade, St. Helier, Jersey, Channel Islands JE4 9WG.

CUSIP Number:

770700102

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Ownership.

(i)  Index Ventures VI directly owns 49,015,456 shares of Class A Common Stock, which represents approximately 6.6% of the outstanding Class A Common Stock.

(ii)  Index Ventures VI Parallel directly owns 989,336 shares of Class A Common Stock, which represents approximately 0.1% of the outstanding Class A Common Stock.

(iii)   IVA VI may be deemed to beneficially own an aggregate of 50,637,760 shares of Class A Common Stock, consisting of (i) 50,004,792 shares of Class A Common Stock held directly by the Index VI Funds and (ii) 632,968 shares of Class A Common Stock held directly by Yucca, which represents approximately 6.9% of the outstanding Class A Common Stock.

(iv) Index Growth III directly owns 7,207,564 shares of Class A Common Stock, which represents approximately 1.0% of the outstanding Class A Common Stock.

(v)   IVGA III may be deemed to beneficially own an aggregate of 7,317,310 shares of Class A Common Stock, consisting of (i) 7,207,564 shares of Class A Common Stock held directly by Index Growth III and (ii) 109,746 shares of Class A Common Stock held directly by Yucca, which represents approximately 1.0% of the outstanding Class A Common Stock.

(vi) Index Growth V directly owns (i) 1,874,816 shares of Class A Common Stock and (ii) 273,496 shares of Class A Common Stock underlying Warrants exercisable within 60 days of December 31, 2023, which represents approximately 0.3% of the outstanding Class A Common Stock.

(vii)  IVGA V may be deemed to beneficially own an aggregate of 2,214,754 shares of Class A Common, consisting of (i) 1,874,816 shares of Class A Common Stock held directly by Index Growth V, (ii) 273,496 shares of Class A Common Stock underlying Warrants held directly by Index Growth V, (iii) 57,984 shares of Class A Common Stock held directly by Yucca and (iv) 8,458 shares of Class A Common Stock underlying Warrants held directly by Yucca, which represents approximately 0.3% of the outstanding Class A Common Stock.

(viii)  Yucca directly owns (i) 800,698 shares of the Issuer’s Class A Common Stock and (ii) 8,458 shares of Class A Common Stock underlying Warrants exercisable within 60 days of December 31, 2023, which represents approximately 0.1% of the outstanding Class A Common Stock. Yucca administers the co-investment vehicle that is contractually required to mirror the relevant Index Venture Funds’ investment in the Issuer. As a result, each of IVGA III, IVGA V and IVA VI may be deemed to have dispositive and voting power over Yucca’s shares by virtue of their dispositive power over and voting power over the shares owned by the Index Venture Funds.

Reporting Person

Index Ventures VI

Index Ventures VI Parallel

IVA VI

Index Growth III

IVGA III

Index Growth V

IVGA V

Yucca

Sole power to vote or direct the vote

Shared power to vote or to direct the vote

Sole power to dispose or to direct the disposition of

Shared power to dispose or to direct the disposition of

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Identification and Classification of Members of the Group.

Not applicable.

Notice of Dissolution of Group.

Not applicable.

Certification.

Not applicable.