Intercontinental Exchange, Inc. - Mar 4, 2024 Form 4 Insider Report for Bakkt Holdings, Inc. (BKKT)

Role
10%+ Owner
Signature
Intercontinental Exchange, Inc., By: /s/ Andrew J. Surdykowski, General Counsel
Stock symbol
BKKT
Transactions as of
Mar 4, 2024
Transactions value $
$4,789,323
Form type
4
Date filed
3/4/2024, 05:34 PM
Previous filing
Oct 15, 2021
Next filing
Apr 29, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BKKT Class A Common Stock Purchase $2.39M +2.76M +58.59% $0.87 7.48M Mar 4, 2024 See footnote F1, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction BKKT Class 1 Warrants (right to buy) Purchase $1.2M +1.38M $0.87 1.38M Mar 4, 2024 Class A Common Stock 1.38M $1.02 See footnote F1, F2, F3
transaction BKKT Class 2 Warrants (right to buy) Purchase $1.2M +1.38M $0.87 1.38M Mar 4, 2024 Class A Common Stock 1.38M $1.02 See footnote F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 ICEH is the direct holder of the securities reflected in this Form 4. ICEH is a wholly owned subsidiary of Intercontinental Exchange, Inc.