Form 4 for HOOD Robinhood Markets
Accepted 2021-08-03 00:00:00 ET · period of report 2021-08-02 · accession 0001209191-21-049433 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2021-08-03 | 2021-08-02 | HOOD | SANDELL SCOTT D | Dir, 10% | C - Cnv Deriv | $26.60 | +71.86M | 65.38M | New | +$1.91B |
| DMI | 2021-08-03 | 2021-08-02 | HOOD | SANDELL SCOTT D | Dir, 10% | J - Other | — | 0 | 0 | New | — |
| DMI | 2021-08-03 | 2021-08-02 | HOOD | SANDELL SCOTT D | Dir, 10% | C - Cnv Deriv | $0.00 | -71.86M | 0 | -100% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2021-08-02 | C | A | 492,853 | — | 63,861,213 | I See Note 2 | — | — | (F1) The 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") 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. (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. |
| 2 | Common | Common Stock | 2021-08-02 | C | A | 5,804,240 | — | 63,368,360 | I See Note 2 | — | — | (F1) The 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") 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. (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. |
| 3 | Common | Common Stock | 2021-08-02 | C | A | 55,055,000 | — | 57,564,120 | I See Note 2 | — | — | (F1) The 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") 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. (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. |
| 4 | Common | Class A Common Stock | 2021-08-02 | J | A | 6,086,208 | — | 6,086,208 | I See Note 3 | — | — | (F4) Immediately prior to 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"). (F3) 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. |
| 5 | Common | Class A Common Stock | 2021-08-02 | C | A | 1,449,600 | $26.60 | 7,535,808 | I See Note 3 | — | — | (F3) 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. |
| 6 | Common | Class A Common Stock | 2021-08-02 | C | A | 1,449,600 | $26.60 | 66,832,118 | I See Note 2 | — | — | (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. |
| 7 | Common | Common Stock | 2021-08-02 | C | A | 4,486,208 | — | 4,486,208 | I See Note 3 | — | — | (F1) The 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") 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. (F3) 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. |
| 8 | Common | Class A Common Stock | 2021-08-02 | J | A | 65,382,518 | — | 65,382,518 | I See Note 2 | — | — | (F4) Immediately prior to 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"). (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. |
| 9 | Common | Common Stock | 2021-08-02 | J | D | 6,086,208 | — | 0 | I See Note 3 | — | — | (F4) Immediately prior to 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"). (F3) 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. |
| 10 | Common | Common Stock | 2021-08-02 | J | D | 65,382,518 | — | 0 | I See Note 2 | — | — | (F4) Immediately prior to 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"). (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. |
| 11 | Common | Common Stock | 2021-08-02 | C | A | 1,600,000 | — | 6,086,208 | I See Note 3 | — | — | (F1) The 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") 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. (F3) 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. |
| 12 | Common | Common Stock | 2021-08-02 | C | A | 1,521,305 | — | 65,382,518 | I See Note 2 | — | — | (F1) The 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") 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. (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. |
| 13 | Derivative | Series B Redeemable Convertible Preferred Stock | 2021-08-02 | C | D | 55,055,000 | $0.00 | 0 | I See Note 2 | — · — to — | 55,055,000 Common Stock | (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. (F1) The 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") 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. |
| 14 | Derivative | Tranche I Convertible Promissory Note | 2021-08-02 | C | D | 1,449,600 | $0.00 | 0 | I See Note 3 | $26.60 · — to — | 1,449,600 Class A Common Stock | (F3) 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) Following the conversion of the Preferred Stock and the Reclassification, the principal amount of the Tranche I Convertible Promissory Notes (the "Convertible Notes") (together with accrued interest thereon) automatically converted into Class A Common Stock at a conversion price equal to $26.60. The Convertible Notes did not have a maturity date. The treatment of the Convertible Notes in the IPO was exempt pursuant to Rule 16b-6 and Rule 16b-3. |
| 15 | Derivative | Series E Redeemable Convertible Preferred Stock | 2021-08-02 | C | D | 4,486,208 | $0.00 | 0 | I See Note 3 | — · — to — | 4,486,208 Common Stock | (F3) 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. (F1) The 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") 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. |
| 16 | Derivative | Series E Redeemable Convertible Preferred Stock | 2021-08-02 | C | D | 1,521,305 | $0.00 | 0 | I See Note 2 | — · — to — | 1,521,305 Common Stock | (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. (F1) The 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") 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. |
| 17 | Derivative | Series D Redeemable Convertible Preferred Stock | 2021-08-02 | C | D | 492,853 | $0.00 | 0 | I See Note 2 | — · — to — | 492,853 Common Stock | (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. (F1) The 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") 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. |
| 18 | Derivative | Series C Redeemable Convertible Preferred Stock | 2021-08-02 | C | D | 5,804,240 | $0.00 | 0 | I See Note 2 | — · — to — | 5,804,240 Common Stock | (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. (F1) The 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") 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. |
| 19 | Derivative | Series F Redeemable Convertible Preferred Stock | 2021-08-02 | C | D | 1,600,000 | $0.00 | 0 | I See Note 3 | — · — to — | 1,600,000 Common Stock | (F3) 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. (F1) The 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") 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. |
| 20 | Derivative | Tranche I Convertible Promissory Note | 2021-08-02 | C | D | 1,449,600 | $0.00 | 0 | I See Note 2 | $26.60 · — to — | 1,449,600 Class A Common Stock | (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. (F5) Following the conversion of the Preferred Stock and the Reclassification, the principal amount of the Tranche I Convertible Promissory Notes (the "Convertible Notes") (together with accrued interest thereon) automatically converted into Class A Common Stock at a conversion price equal to $26.60. The Convertible Notes did not have a maturity date. The treatment of the Convertible Notes in the IPO was exempt pursuant to Rule 16b-6 and Rule 16b-3. |