Form 4 for HOOD Robinhood Markets
Accepted 2021-07-30 00:00:00 ET · period of report 2021-07-28 · accession 0001628280-21-015065 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2021-07-30 | 2021-07-28 | HOOD | Tenev Vladimir | CEO, Dir, 10% | M - OptEx | — | +4.01M | 55.60M | +8% | — |
| D | 2021-07-30 | 2021-07-28 | HOOD | Tenev Vladimir | CEO, Dir, 10% | F - Tax | $38.00 | -1.99M | 53.61M | -4% | -$75.62M |
| D | 2021-07-30 | 2021-07-28 | HOOD | Tenev Vladimir | CEO, Dir, 10% | S - Sale+OE | $36.40 | -1.25M | 52.36M | -2% | -$45.50M |
| DM | 2021-07-30 | 2021-07-28 | HOOD | Tenev Vladimir | CEO, Dir, 10% | M - OptEx | $0.00 | -4.01M | 907.5K | -82% | $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 | 2021-07-28 | M | A | 4,013,657 | — | 55,598,613 | D | — | — | (F1) Shares of Common Stock will automatically be reclassified as shares of Class A Common Stock on a one-for-one basis upon the filing of the Amended and Restated Certificate of Incorporation of Robinhood Markets, Inc. ("Robinhood") immediately prior to the closing of Robinhood's initial public offering ("IPO"). (F2) Represents shares received upon vesting of Restricted Stock Units ("RSUs") and Performance Stock Units ("PSUs") in connection with the IPO Liquidity Event (as defined below). (F3) RSUs and PSUs convert into Common Stock on a one-for-one basis upon vesting and settlement. |
| 2 | Common | Common Stock | 2021-07-28 | F | D | 1,989,980 | $38.00 | 53,608,633 | D | — | — | (F1) Shares of Common Stock will automatically be reclassified as shares of Class A Common Stock on a one-for-one basis upon the filing of the Amended and Restated Certificate of Incorporation of Robinhood Markets, Inc. ("Robinhood") immediately prior to the closing of Robinhood's initial public offering ("IPO"). (F4) Represents shares withheld by Robinhood to satisfy tax withholding obligations in connection with the vesting of a total of 4,013,657 RSUs and PSUs and does not represent a sale by the Reporting Person. |
| 3 | Common | Common Stock | 2021-07-28 | S | D | 1,250,000 | $36.40 | 52,358,633 | D | — | — | (F1) Shares of Common Stock will automatically be reclassified as shares of Class A Common Stock on a one-for-one basis upon the filing of the Amended and Restated Certificate of Incorporation of Robinhood Markets, Inc. ("Robinhood") immediately prior to the closing of Robinhood's initial public offering ("IPO"). (F5) Represents shares sold by the Reporting Person as a selling stockholder in the IPO. (F6) Represents the IPO price, less underwriting discounts and commissions. |
| 4 | Derivative | Market-Based Performance Stock Units | 2021-07-28 | M | D | 2,017,141 | $0.00 | 11,814,688 | D | — · — to 2025-12-31 | 2,017,141 Common Stock | (F3) RSUs and PSUs convert into Common Stock on a one-for-one basis upon vesting and settlement. (F8) 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 are initially tested based on the IPO price and, thereafter, based on 60-trading-day average daily VWAP. When a share-price goal is achieved, subject to the occurrence of a Liquidity Event, 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. |
| 5 | Derivative | Restricted Stock Units | 2021-07-28 | M | D | 1,996,516 | $0.00 | 907,508 | D | — · — to 2026-10-08 | 1,996,516 Common Stock | (F3) RSUs and PSUs convert into Common Stock on a one-for-one basis upon vesting and settlement. (F7) On October 8, 2019, the Reporting Person was granted 2,904,024 RSUs under Robinhood's Amended and Restated 2013 Stock Plan (the "2013 Plan"). Subject to accelerated vesting in certain circumstances, 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 (a) the Reporting Person's continued service with Robinhood through the applicable vesting date and (b) the occurrence of a liquidity event, which was satisfied upon the effectiveness of Robinhood's IPO registration statement on Form S-1 ("Liquidity Event"). |