<SEC-DOCUMENT>0001628280-21-014896.txt : 20210729
<SEC-HEADER>0001628280-21-014896.hdr.sgml : 20210729
<ACCEPTANCE-DATETIME>20210729162807
ACCESSION NUMBER:		0001628280-21-014896
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20210728
FILED AS OF DATE:		20210729
DATE AS OF CHANGE:		20210729

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Tenev Vladimir
		CENTRAL INDEX KEY:			0001871006

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-40691
		FILM NUMBER:		211127833

	MAIL ADDRESS:	
		STREET 1:		C/O ROBINHOOD MARKETS, INC.
		STREET 2:		85 WILLOW ROAD
		CITY:			MENLO PARK
		STATE:			CA
		ZIP:			94025

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Robinhood Markets, Inc.
		CENTRAL INDEX KEY:			0001783879
		STANDARD INDUSTRIAL CLASSIFICATION:	SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
		IRS NUMBER:				464364776
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		85 WILLOW STREET
		CITY:			MENLO PARK
		STATE:			CA
		ZIP:			94025
		BUSINESS PHONE:		844-428-5411

	MAIL ADDRESS:	
		STREET 1:		85 WILLOW STREET
		CITY:			MENLO PARK
		STATE:			CA
		ZIP:			94025
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>wf-form3_162759047112505.xml
<DESCRIPTION>FORM 3
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2021-07-28</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001783879</issuerCik>
        <issuerName>Robinhood Markets, Inc.</issuerName>
        <issuerTradingSymbol>HOOD</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001871006</rptOwnerCik>
            <rptOwnerName>Tenev Vladimir</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O ROBINHOOD MARKETS, INC.</rptOwnerStreet1>
            <rptOwnerStreet2>85 WILLOW ROAD</rptOwnerStreet2>
            <rptOwnerCity>MENLO PARK</rptOwnerCity>
            <rptOwnerState>CA</rptOwnerState>
            <rptOwnerZipCode>94025</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>Chief Executive Officer</officerTitle>
            <otherText></otherText>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
                <footnoteId id="F1"/>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>51584956</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Restricted Stock Units</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F3"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F2"/>
            </exerciseDate>
            <expirationDate>
                <value>2026-10-08</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                    <footnoteId id="F1"/>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>2904024.0</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Market-Based Performance Stock Units</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F3"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F4"/>
            </exerciseDate>
            <expirationDate>
                <value>2025-12-31</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                    <footnoteId id="F1"/>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>13831829.0</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Market-Based Performance Stock Units</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F3"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F5"/>
            </exerciseDate>
            <expirationDate>
                <value>2029-05-26</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                    <footnoteId id="F1"/>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>22200000.0</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="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. (&quot;Robinhood&quot;) immediately prior to the closing of Robinhood's initial public offering (&quot;IPO&quot;).</footnote>
        <footnote id="F2">On October 8, 2019, the Reporting Person was granted 2,904,024 restricted stock units (&quot;RSUs&quot;) under Robinhood's Amended and Restated 2013 Stock Plan (the &quot;2013 Plan&quot;). 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 (&quot;Liquidity Event&quot;).</footnote>
        <footnote id="F3">RSUs and preferred stock units (&quot;PSUs&quot;) convert into Common Stock on a one-for-one basis upon vesting and settlement.</footnote>
        <footnote id="F4">On October 8, 2019, the Reporting Person was granted 13,831,829 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.</footnote>
        <footnote id="F5">On May 26, 2021, the Reporting Person was granted 22,220,000 market-based PSUs under Robinhood's 2020 Equity Incentive Plan. Subject to accelerated vesting in certain circumstances, portions of the award become eligible to vest based on satisfaction of share-price goals of $120 (12.8% portion), $150 (12.8% portion), $180 (14.9% portion), $210 (14.9% portion), $240 (14.9% portion), $270 (14.9% portion), and $300 (14.9% portion). These goals are tested based on 60-trading-day average daily VWAP. When a share-price goal is achieved, subject to the occurrence of a Liquidity Event, all of the PSUs allocated to that level vest, subject to the Reporting Person's continued service with Robinhood through the applicable vesting date.</footnote>
    </footnotes>

    <remarks>Exhibit List:
Exhibit 24 - Power of Attorney</remarks>

    <ownerSignature>
        <signatureName>/s/ Christina Lai, attorney-in-fact for Vladimir Tenev</signatureName>
        <signatureDate>2021-07-29</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>rh-xsection16poaforexistin.txt
<DESCRIPTION>TENEV POWER OF ATTORNEY
<TEXT>
POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby makes, constitutes
and appoints each of Jason Warnick, Brandon Webb, and Christina Lai, or any of
them acting singly, and with full power of substitution and re-substitution,
the undersigneds true  and lawful attorney in fact (each of such persons and
their substitutes being referred to herein as the "Attorney-in-Fact"), with
full power to act for the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to:

1. Prepare, execute and submit to the U.S. Securities and Exchange Commission
("SEC"), Robinhood Markets, Inc. (the Company), and/or any national
securities exchange on which the Companys securities are listed any and all
reports (including any amendments thereto) the undersigned is required to file
with the SEC, or which the Attorney-in-Fact considers it advisable to file with
the SEC, under Section 16 of the Securities Exchange Act of 1934 (the "Exchange
Act") or any rule or regulation thereunder with respect to the any security of
the Company, including Forms 3, 4 and 5; and

2. Obtain, as the undersigned's representative and on the undersigned's behalf,
information regarding transactions in the Company's equity securities from any
third party, including the Company and any brokers, dealers, employee benefit
plan administrators and trustees, and the undersigned hereby authorizes any
such third party to release any such information to the Attorney-in-Fact.

The undersigned acknowledges that:

a) This Power of Attorney authorizes, but does not require, the Attorney-in-
Fact to act in his or her discretion on information provided to such Attorney-
in-Fact without independent verification of such information;

b) Any documents prepared or executed by the Attorney-in-Fact on behalf of the
undersigned pursuant to this Power of Attorney will be in such form and will
contain such information as the Attorney-in-Fact, in his or her discretion,
deems necessary or desirable;

c) Neither the Company nor the Attorney-in-Fact assumes any liability for the
undersigned's responsibility to comply with the requirements of Section 16 of
the Exchange Act, any liability of the undersigned for any failure to comply
with such requirements, or any liability of the undersigned for disgorgement
of profits under Section 16(b) of the Exchange Act; and

d) This Power of Attorney does not relieve the undersigned from responsibility
for compliance with the undersigned's obligations under Section 16 of the
Exchange Act, including, without limitation, the reporting requirements under
Section 16 of the Exchange Act.

The undersigned hereby grants to the Attorney-in-Fact full power and authority
to do and perform each and every act and thing requisite, necessary or
advisable to be done in connection with the foregoing, as fully, to all
intents and purposes, as the undersigned might or could do in person, hereby
ratifying and confirming all that the Attorney-in-Fact, or his or her
substitute or substitutes, shall lawfully do or cause to be done by authority
of this Power of Attorney.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 4 or 5 with respect to the
undersigned's holdings of and transactions in securities of the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
Attorney-in-Fact. This Power of Attorney revokes all previous powers of
attorney with respect to the subject matter of this Power of Attorney.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of 6/29/2021.


Signature: /s/ Vladimir Tenev

Print Name: Vladimir Tenev
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
