Robinhood Markets, Inc. — Director's Dealing 2021

Jul 29, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Robinhood Markets, Inc. (HOOD)
CIK: 0001783879
Period of Report: 2021-07-29

Reporting Person: Makhzoumi Mohamad (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2509120	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B Redeemable Convertible Preferred Stock	$		Common Stock (55055000)		Indirect
Series C Redeemable Convertible Preferred Stock	$		Common Stock (5804240)		Indirect
Series D Redeemable Convertible Preferred Stock	$		Common Stock (492853)		Indirect
Series E Redeemable Convertible Preferred Stock	$		Common Stock (1521305)		Indirect
Series E Redeemable Convertible Preferred Stock	$		Common Stock (4486208)		Indirect
Series F Redeemable Convertible Preferred Stock	$		Common Stock (1600000)		Indirect
Tranche I Convertible Promissory Note	$26.60		Common Stock (1409774)		Indirect
Tranche I Convertible Promissory Note	$26.60		Common Stock (1409774)		Indirect
Warrants to Purchase Stock	$26.60	2031-02-12	Common Stock (211466)		Indirect
Warrants to Purchase Stock	$26.60	2031-02-12	Common Stock (211466)		Indirect

Footnotes

F1: Immediately prior to closing of the Issuer's initial public offering ("IPO"), the shares of Series B Redeemable Convertible Preferred Stock, Series C Redeemable Convertible Preferred Stock, Series D Redeemable Convertible Preferred Stock, Series E Redeemable Convertible Preferred Stock and Series F Redeemable Convertible Preferred Stock (collectively, the "Preferred Stock") will automatically convert into shares of Common Stock. Immediately following such conversion but prior to closing of the IPO, the shares of Common Stock will be reclassified into Class A Common Stock on a one-for-one basis (the "Reclassification").

F2: The Reporting Person is a manager of NEA 15 GP, LLC, which is the sole general partner of NEA Partners 15, L.P. ("NEA Partners 15"). NEA Partners 15 is the sole general partner of New Enterprise Associates 15, L.P. ("NEA 15"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 15 in which the Reporting Person has no pecuniary interest.

F3: These shares of Preferred Stock are convertible into Common Stock at the option of the holder, and will automatically convert into the number of shares shown in column 3 upon closing of the IPO. The Preferred Stock has no expiration date.

F4: The Reporting Person is a manager of NEA 17 GP, LLC, which is the sole general partner of NEA Partners 17, L.P. ("NEA Partners 17"). NEA Partners 17 is the sole general partner of New Enterprise Associates 17, L.P. ("NEA 17"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 17 in which the Reporting Person has no pecuniary interest.

F5: The Convertible Notes and Warrants were initially issued on February 12, 2021 and contained various predetermined and automatic adjustment provisions contingent upon the occurrence of specified events. As a result of the IPO pricing, the ultimate conversion or exercise price, as applicable, became fixed at $26.60, contingent upon closing of the IPO. Upon closing of the IPO, the Warrants will become exercisable for shares of Class A Common Stock.

F6: Following the conversion of the Preferred Stock and the Reclassification, the principal amount of the Convertible Notes (together with accrued interest thereon) will convert upon closing of the IPO into Class A Common Stock at a conversion price equal to $26.60. The Convertible Notes do not have a maturity date. The number of shares reported in Column 3 represents the principal amount divided by the conversion price, and the ultimate conversion amount will include additional shares representing accrued interest.