Sec Form 3 Filing - Hammer Jan @ Robinhood Markets, Inc. - 2021-07-29

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Hammer Jan 2. Issuer Name and Ticker or Trading Symbol Robinhood Markets, Inc. [ HOOD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) ROBINHOOD MARKETS, INC., 85 WILLOW ROAD 3. Date of Earliest Transaction (MM/DD/YY) 07/29/2021 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock ( 1 ) 3,140,180 I By Index Ventures Growth III (Jersey) L.P. ( 2 ) Common Stock ( 1 ) 2,552,640 I By Index Ventures VI (Jersey) L.P. ( 3 ) Common Stock ( 1 ) 51,520 I By Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P. ( 4 ) Common Stock ( 1 ) 80,780 I By Yucca (Jersey) SLP ( 5 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Redeemable Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock ( 1 ) 55,798,140 I By Index Ventures VI (Jersey) L.P. ( 3 ) Series A Redeemable Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock ( 1 ) 1,126,280 I By Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P. ( 4 ) Series A Redeemable Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock ( 1 ) 720,560 I By Yucca (Jersey) SLP ( 5 ) Series B Redeemable Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock ( 1 ) 11,671,300 I By Index Ventures VI (Jersey) L.P. ( 3 ) Series B Redeemable Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock ( 1 ) 235,580 I By Index Ventures VI Parallel Entrepreneur Fund (Jersey) L.P. ( 4 ) Series B Redeemable Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock ( 1 ) 150,720 I By Yucca (Jersey) SLP ( 5 ) Series C Redeemable Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock ( 1 ) 7,156,340 I By Index Ventures Growth III (Jersey) L.P. ( 2 ) Series C Redeemable Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock ( 1 ) 108,960 I By Yucca (Jersey) SLP ( 5 ) Tranche I Convertible Promissory Note $ 26.6 ( 8 ) ( 8 ) ( 7 ) Common Stock ( 1 ) 56,390 ( 1 ) ( 7 ) I By Yucca (Jersey) SLP ( 5 ) Tranche I Convertible Promissory Note $ 26.6 ( 8 ) ( 8 ) ( 7 ) Common Stock ( 1 ) 1,823,308 ( 1 ) ( 7 ) I By Index Ventures Growth V (Jersey) L.P. ( 9 ) Warrants to Purchase Stock $ 26.6 ( 8 ) ( 8 ) 02/12/2031 Common Stock ( 1 ) 8,458 I By Yucca (Jersey) SLP ( 5 ) Warrants to Purchase Stock $ 26.6 ( 8 ) ( 8 ) 02/12/2031 Common Stock ( 1 ) 273,496 I By Index Ventures Growth V (Jersey) L.P. ( 9 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hammer Jan ROBINHOOD MARKETS, INC. 85 WILLOW ROAD MENLO PARK, CA94025 X Signatures /s/ Jan Hammer 07/29/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Immediately prior to closing of the Issuer's initial public offering ("IPO"), the shares of Series A Redeemable Convertible Preferred Stock, Series B Redeemable Convertible Preferred Stock and Series C 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"). ( 2 )The securities are held by Index Ventures Growth III (Jersey) L.P. ("Index Growth III"). Index Venture Growth Associates III Limited ("IVGA III") is the managing general partner of Index Growth III. The Reporting Person is a partner within the Index Ventures group. Advisors within the Index Ventures group provide advice to each of Index Growth III, Index Ventures Growth V (Jersey), L.P. ("Index Growth V"), Index Ventures VI (Jersey) L.P. ("Index VI") and Index Ventures VI Parallel Entrepreneur Fund (Jersey), L.P. ("Index VI Parallel" and together with Index Growth III, Index Growth V and Index VI, the "Funds"). The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. ( 3 )The securities are held by Index VI. Index Venture Associates VI Limited ("IVA VI") is the managing general partner of Index VI. The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. ( 4 )The securities are held by Index VI Parallel. IVA VI is the managing general partner of Index VI Parallel. The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. ( 5 )The securities are held by Yucca (Jersey) SLP ("Yucca"). Yucca is the administrator of the Index co-investment vehicles that are contractually required to mirror the relevant Fund's investment in the issuer (in this case, Index Growth III, Index VI, Index VI Parallel and Index Growth V). The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. ( 6 )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 immediately prior to closing of the IPO. The Preferred Stock has no expiration date. ( 7 )Following the conversion of the Preferred Stock and the Reclassification, the principal amount of the Convertible Note (together with accrued interest thereon) will convert upon the 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. ( 8 )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. ( 9 )The securities are held by Index Growth V. Index Venture Growth Associates V Limited ("IVGA V") is the managing general partner of Index Growth V. The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

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