SEC FORM 4

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Index Ventures VI (Jersey) LP

(Last)

(First)

(Middle)

5TH FLOOR, 44 ESPLANADE

(Street)

ST. HELIER

JE1 3FG

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Robinhood Markets, Inc. [ HOOD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/02/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/02/2021		C		7,156,340	A	⁽¹⁾	10,296,520	I	By Index Ventures Growth III (Jersey) L.P.⁽²⁾
Common Stock	08/02/2021		C		67,469,440	A	⁽¹⁾	70,022,080	D⁽³⁾
Common Stock	08/02/2021		C		1,361,860	A	⁽¹⁾	1,413,380	I	By Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P.⁽⁴⁾
Common Stock	08/02/2021		C		980,240	A	⁽¹⁾	1,061,020	I	By Yucca (Jersey) SLP⁽⁵⁾
Common Stock	08/02/2021		J⁽⁶⁾		10,296,520	D	⁽⁶⁾	0	I	By Index Ventures Growth III (Jersey) L.P.⁽²⁾
Common Stock	08/02/2021		J⁽⁶⁾		70,022,080	D	⁽⁶⁾	0	D⁽³⁾
Common Stock	08/02/2021		J⁽⁶⁾		1,413,380	D	⁽⁶⁾	0	I	By Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P.⁽⁴⁾
Common Stock	08/02/2021		J⁽⁶⁾		1,061,020	D	⁽⁶⁾	0	I	By Yucca (Jersey) SLP⁽⁵⁾
Class A Common Stock	08/02/2021		J⁽⁶⁾		10,296,520	A	⁽⁶⁾	10,296,520	I	By Index Ventures Growth III (Jersey) L.P.⁽²⁾
Class A Common Stock	08/02/2021		J⁽⁶⁾		70,022,080	A	⁽⁶⁾	70,022,080	D⁽³⁾
Class A Common Stock	08/02/2021		J⁽⁶⁾		1,413,380	A	⁽⁶⁾	1,413,380	I	By Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P.⁽⁴⁾
Class A Common Stock	08/02/2021		J⁽⁶⁾		1,061,020	A	⁽⁶⁾	1,061,020	I	By Yucca (Jersey) SLP⁽⁵⁾
Class A Common Stock	08/02/2021		C		57,984	A	$26.6	1,119,004	I	By Yucca (Jersey) SLP⁽⁵⁾
Class A Common Stock	08/02/2021		C		1,874,816	A	$26.6	1,874,816	I	By Index Ventures Growth V (Jersey) L.P.⁽⁷⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Redeemable Convertible Preferred Stock	⁽¹⁾	08/02/2021		C			55,798,140	⁽¹⁾	⁽¹⁾	Common Stock	55,798,140	$0.00	0	D⁽³⁾
Series A Redeemable Convertible Preferred Stock	⁽¹⁾	08/02/2021		C			1,126,280	⁽¹⁾	⁽¹⁾	Common Stock	1,126,280	$0.00	0	I	By Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P.⁽⁴⁾
Series A Redeemable Convertible Preferred Stock	⁽¹⁾	08/02/2021		C			720,560	⁽¹⁾	⁽¹⁾	Common Stock	720,560	$0.00	0	I	By Yucca (Jersey) SLP⁽⁵⁾
Series B Redeemable Convertible Preferred Stock	⁽¹⁾	08/02/2021		C			11,671,300	⁽¹⁾	⁽¹⁾	Common Stock	11,671,300	$0.00	0	D⁽³⁾
Series B Redeemable Convertible Preferred Stock	⁽¹⁾	08/02/2021		C			235,580	⁽¹⁾	⁽¹⁾	Common Stock	235,580	$0.00	0	I	By Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P.⁽⁴⁾
Series B Redeemable Convertible Preferred Stock	⁽¹⁾	08/02/2021		C			150,720	⁽¹⁾	⁽¹⁾	Common Stock	150,720	$0.00	0	I	By Yucca (Jersey) SLP⁽⁵⁾
Series C Redeemable Convertible Preferred Stock	⁽¹⁾	08/02/2021		C			7,156,340	⁽¹⁾	⁽¹⁾	Common Stock	7,156,340	$0.00	0	I	By Index Ventures Growth III (Jersey) L.P.⁽²⁾
Series C Redeemable Convertible Preferred Stock	⁽¹⁾	08/02/2021		C			108,960	⁽¹⁾	⁽¹⁾	Common Stock	108,960	$0.00	0	I	By Yucca (Jersey) SLP⁽⁵⁾
Tranche I Convertible Promissory Note	$26.6⁽⁸⁾	08/02/2021		C			$1,500,000	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	57,984	$0.00	0	I	By Yucca (Jersey) SLP⁽⁵⁾
Tranche I Convertible Promissory Note	$26.6⁽⁸⁾	08/02/2021		C			$48,500,000	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	1,874,816	$0.00	0	I	By Index Ventures Growth V (Jersey) L.P.⁽⁷⁾

1. Name and Address of Reporting Person^*

Index Ventures VI (Jersey) LP

(Last)

(First)

(Middle)

5TH FLOOR, 44 ESPLANADE

(Street)

ST. HELIER

JE1 3FG

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

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

(Last)

(First)

(Middle)

5TH FLOOR, 44 ESPLANADE

(Street)

ST. HELIER

JE1 3FG

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Index Venture Growth Associates III Ltd

(Last)

(First)

(Middle)

5TH FLOOR, 44 ESPLANADE

(Street)

ST. HELIER

JE1 3FG

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

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

(Last)

(First)

(Middle)

5TH FLOOR, 44 ESPLANADE

(Street)

ST. HELIER

JE1 3FG

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Index Venture Associates V Ltd

(Last)

(First)

(Middle)

5TH FLOOR, 44 ESPLANADE

(Street)

ST. HELIER

JE1 3FG

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Index Ventures VI Parallel Entrepreneur Fund (Jersey) LP

(Last)

(First)

(Middle)

5TH FLOOR, 44 ESPLANADE

(Street)

ST. HELIER

JE1 3FG

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Index Venture Associates VI Ltd

(Last)

(First)

(Middle)

5TH FLOOR, 44 ESPLANADE

(Street)

ST. HELIER

JE1 3FG

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Yucca (Jersey) SLP

(Last)

(First)

(Middle)

5TH FLOOR, 44 ESPLANADE

(Street)

ST. HELIER

JE1 3FG

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The Series A Redeemable Convertible Preferred Stock, Series B Redeemable Convertible Preferred Stock and Series C Redeemable Convertible Preferred Stock (collectively, the "Preferred Stock") were convertible at any time at the holder's election and automatically converted immediately prior to closing of the Issuer's initial public offering ("IPO") into an equal number of shares of Common Stock without payment of additional consideration. The Preferred Stock had no expiration date.

2. The securities are held by Index Ventures Growth III (Jersey) L.P. ("Index Growth III"). Index Venture Growth Associates III Limited ("IVGA III") is the managing general partner of Index Growth III and disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any.

3. The securities are held by Index Ventures VI (Jersey) L.P. ("Index VI"). Index Venture Associates VI Limited ("IVA VI") is the managing general partner of Index VI and disclaims Section 16 beneficial ownership of such shares except to the to the extent of its pecuniary interest therein, if any.

4. The securities are held by Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P. ("Index VI Parallel"). IVA VI is the managing general partner of Index VI Parallel and disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any.

5. The securities are held by Yucca (Jersey) SLP ("Yucca"). Yucca is the administrator of the Index co-investment vehicles that are contractually required to mirror the relevant Fund's investment in the issuer (in this case, Index Growth III, Index VI, Index VI Parallel and Index Growth V). Each of IVGA III, IVA VI and IVGA V disclaims Section 16 beneficial ownership of such shares except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by them for Section 16 or any other purpose.

6. Immediately prior to the closing of the IPO and following the conversion of each series of the Issuer's Preferred Stock into Common Stock, each share of Common Stock was reclassified into one share of Class A Common Stock in an exempt transaction pursuant to Rule 16b-7 and Rule 16b-3 (the "Reclassification").

7. The securities are held by Index Ventures Growth V (Jersey), L.P. ("Index Growth V"). Index Venture Growth Associates V Limited ("IVGA V") is the managing general partner of Index Growth V and disclaims Section 16 beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any.

8. Following the conversion of the Preferred Stock and the Reclassification, the principal amount of the Tranche I Convertible Promissory Note ("Convertible Note") (together with accrued interest thereon) automatically converted into Class A Common Stock at a conversion price equal to $26.60. The Convertible Note did not have a maturity date. The treatment of the Convertible Note in the IPO was exempt pursuant to Rule 16b-6 and Rule 16b-3.

Remarks:

Jan Hammer, a Partner at Index Ventures, has been deputized to represent the Reporting Persons on the board of directors of the Issuer. By virtue of Mr. Hammer's representation, for purposes of Section 16 of the Securities Exchange Act of 1934, each of the Reporting Persons may be deemed directors by deputization of the Issuer. Mr. Hammer has filed a separate Section 16 report disclosing securities of the Issuer that he may be deemed to beneficially own for Section 16 purposes.

	Index Ventures VI (Jersey) LP, By: Index Venture Associates VI Limited, as Managing General Partner, By: /s/ Brendan Boyle, Director	08/03/2021
	Index Ventures Growth III (Jersey), LP, By: Index Venture Growth Associates III Limited, as Managing General Partner, By: /s/ Brendan Boyle, Director	08/03/2021
	Index Venture Growth Associates III Limited, By: /s/ Brendan Boyle, Director	08/03/2021
	Index Ventures Growth V (Jersey), LP, By: Index Venture Growth Associates V Limited, as Managing General Partner, By: /s/ Brendan Boyle, Director	08/03/2021
	Index Venture Growth Associates V Limited, By: /s/ Brendan Boyle, Director	08/03/2021
	Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P., By: Index Venture Associates VI Limited, as Managing General Partner, By: /s/ Brendan Boyle, Director	08/03/2021
	Index Venture Associates VI Limited, By: /s/ Brendan Boyle, Director	08/03/2021
	Yucca (Jersey) SLP, By: Intertrust Employee Benefit Services Limited, as authorized signatory of Yucca (Jersey) SLP in its capacity as Administrator of the Index Co-Investment Scheme, By: /s/ Lucy Miller, /s/ Genesis Perez, Its: Auth. Signatories	08/03/2021
	** 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.