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Filing Details

Accession Number:: 0000947871-24-000254
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-03-04 17:34:43
Reporting Period:: 2024-03-04

Accepted Time:: 2024-03-04 17:34:43
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1820302	Bakkt Holdings Inc.	BKKT	Security & Commodity Brokers, Dealers, Exchanges & Services (6200)	DE

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1174746	Intercontinental Exchange Holdings, Inc.	5660 New Northside Drive Atlanta GA 30328		No	No	Yes	No
1571949	Intercontinental Exchange, Inc.	5660 New Northside Drive Atlanta GA 30328		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2024-03-04	2,762,009	$0.87	7,476,345	No	4	P	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class 1 Warrants (right to buy)	Acquisiton	2024-03-04	1,381,004	$0.87	1,381,004	$1.02
Class A Common Stock	Class 2 Warrants (right to buy)	Acquisiton	2024-03-04	1,381,004	$0.87	1,381,004	$1.02

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1,381,004		2029-09-04	No	4	P	Indirect
1,381,004		2029-09-04	No	4	P	Indirect

Footnotes

Acquired in a registered direct offering pursuant to the terms of the Securities Purchase Agreement (the "Purchase Agreement"), dated as of February 29, 2024, between the Issuer and Intercontinental Exchange Holdings, Inc. ("ICEH"). Under the Purchase Agreement, the purchase by ICEH of 2,762,009 shares of Class A Common Stock, Class 1 Warrants to purchase up to 1,381,004 shares of Class A Common Stock, and Class 2 Warrants to purchase up to 1,381,004 shares of Class A Common Stock, closed on March 4, 2024. The closing of the purchase by ICEH of an additional 8,772,016 shares of Class A Common Stock, Class 1 Warrants to purchase up to 4,386,008 shares of Class A Common Stock, and Class 2 Warrants to purchase up to 4,386,008 shares of Class A Common Stock is conditioned on the Issuer obtaining stockholder approval ("Stockholder Approval") for such issuances under the rules and regulations of the New York Stock Exchange and other customary closing conditions.
The Class 1 Warrants and Class 2 Warrants will generally be exercisable beginning September 4, 2024. The Class 1 Warrants and Class 2 Warrants have identical terms, except that the Class 2 Warrants also contain an alternative cashless exercise provision that, after the Issuer obtains Stockholder Approval, will allow the holder of a Class 2 Warrant to exercise on a cashless basis and receive a number of shares of Class A Common Stock equal to 50% of the shares of Class A Common Stock then underlying the Class 2 Warrant if the closing trading price of shares of Class A Common Stock is lower than the exercise price of the Class 2 Warrants for three consecutive trading days.
ICEH is the direct holder of the securities reflected in this Form 4. ICEH is a wholly owned subsidiary of Intercontinental Exchange, Inc.