Vladimir Tenev - Dec 1, 2021 Form 4 Insider Report for Robinhood Markets, Inc. (HOOD)

Signature
/s/ Christina Lai, attorney-in-fact for Vladimir Tenev
Stock symbol
HOOD
Transactions as of
Dec 1, 2021
Transactions value $
-$2,840,818
Form type
4
Date filed
12/3/2021, 07:41 PM
Previous filing
Oct 29, 2021
Next filing
Feb 3, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HOOD Class A Common Stock Options Exercise +239K +26.8% 1.13M Dec 1, 2021 Direct F1
transaction HOOD Class A Common Stock Sale -$2.84M -119K -10.52% $23.86 1.01M Dec 2, 2021 Direct F2, F3
holding HOOD Class A Common Stock 2.34K Dec 1, 2021 By Living Trust F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction HOOD Restricted Stock Units Options Exercise $0 -182K -25% $0.00 545K Dec 1, 2021 Class A Common Stock 182K Direct F1, F5, F6
transaction HOOD Market-Based Performance Stock Units Options Exercise $0 -57.6K -0.49% $0.00 11.7M Dec 1, 2021 Class A Common Stock 57.6K Direct F1, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Restricted stock units ("RSUs") and performance stock units ("PSU"s) convert into Class A Common Stock on a one-for-one basis upon vesting and settlement.
F2 This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in July 2021, which provides for an automatic sale of a sufficient number of shares to cover the tax withholding liability associated with the vesting and settlement of the 239,134 RSUs and PSUs reported above.
F3 This transaction was executed in multiple trades during the day at prices ranging from $23.37 to $24.26. The weighted-average price is reported above. The Reporting Person hereby undertakes to provide to the SEC staff, the Issuer, or any security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the trades were made.
F4 Reflects the acquisition of 2,337 shares, for no consideration, pursuant to a pro-rata distribution that is exempt from Section 16 of the Securities Exchange Act of 1934, as amended, under Rule 16a-9(a). The reporting person received the shares in December 2021 from a limited liability company in which he beneficially holds a non-managing membership interest.
F5 On October 8, 2019, the Reporting Person was granted 2,904,024 RSUs under the Robinhood Markets, Inc. ("Robinhood") Amended and Restated 2013 Stock Plan (the "2013 Plan"). One-fourth (1/4) of these RSUs were scheduled to vest on August 1, 2019, with the remainder scheduled to vest in twelve (12) 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.
F6 The settlement transaction reported on this line represents RSUs that vested on November 1, 2021, for which Robinhood delayed settlement until the expiration of its initial public offering ("IPO") lock-up period.
F7 On October 8, 2019, the Reporting Person was granted 13,831,829 market-based PSUs under the 2013 Plan, which award was amended and restated on May 26, 2021. Subject to accelerated vesting in certain circumstances, portions of the award become eligible to vest based on satisfaction of share-price goals of $30.45 (20% portion), $50.75 (30% portion), and $101.50 (50% portion). These goals were initially tested based on Robinhood's IPO price, and thereafter are tested based on its trailing 60-trading-day average daily VWAP. When a share-price goal is achieved, half of the PSUs allocated to that level vest immediately, with the other half of the PSUs allocated to that level vesting in accordance with a time-based service schedule in twenty-four (24) equal quarterly installments from a vesting commencement date of August 1, 2018 through August 1, 2024, subject to the Reporting Person's continued service with Robinhood through the applicable vesting date.
F8 The settlement transaction reported on this line represents the portion of PSUs allocated to the $30.45 price level (which was satisfied by the IPO price) that vested upon satisfaction of the time-based service condition on November 1, 2021, for which Robinhood delayed settlement until the expiration of its IPO lock-up period.