David C. Clifton - Oct 15, 2021 Form 4 Insider Report for Bakkt Holdings, Inc. (BKKT)

Role: Director
Signature: /s/ Marc D'Annunzio Attorney-in-Fact for David C Clifton
Stock symbol: BKKT
Transactions as of: Oct 15, 2021
Transactions value $: $0
Form type: 4
Date filed: 10/15/2021, 04:51 PM

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	Bakkt Opco Units	Award		+163K			163K	Oct 15, 2021	Class A Common Stock	163K		Direct	F1, F2, F3, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Acquired pursuant to the terms of the Agreement and Plan of Merger dated as of January 11, 2021 (as amended, the "Merger Agreement") by and among Bakkt Holdings, Inc. (the "Issuer"), Pylon Merger Company LLC ("Merger Sub") and Bakkt Opco Holdings, LLC ("Bakkt Opco"), pursuant to which Merger Sub merged (the "Merger") with and into Bakkt Opco with Bakkt Opco continuing as the surviving entity and a subsidiary of the Issuer. Pursuant to the terms of the Merger Agreement, the owners of Bakkt Opco common units as of immediately prior to the closing of the Merger (the "Closing") received at the Closing, as consideration for the Merger, paired interests ("Paired Interests"), each consisting of one unit of Bakkt Opco (a "Bakkt Opco Unit") and one share of Class V common stock of the Issuer ("Class V Common Stock").
F2	The Bakkt Opco Units represent non-voting limited liability company interests of Bakkt Opco. The shares of Class V Common Stock are non-economic, voting shares of the Issuer, which entitle the holder thereof to one vote for each share of Class V Common Stock held of record by such holder on all matters on which holders of Class V Common Stock as a separate class are entitled to vote, and together with holders of Class A common stock of the Issuer ("Class A Common Stock") as a single class on all matters submitted to a vote of the Issuer's stockholders having voting rights generally.
F3	Pursuant to the terms of an exchange agreement (the "Exchange Agreement"), beginning on the six-month anniversary of the Closing, holders of Paired Interests may exchange such Paired Interests for shares of Class A Common Stock on a one-for-one basis (subject to adjustment as set forth in the Exchange Agreement) or, at the Issuer's option, for cash. These exchange rights do not expire.
F4	Represents 845,130 Class B Units in Bakkt Management, LLC (the "Bakkt Management Units"), which units are, subject to certain limitations, redeemable at the request of the Reporting Person in exchange for an equal number of Paired Interests held by Bakkt Management, LLC.
F5	As of the Closing, the Bakkt Management Units are vested but such Bakkt Management Units will be released in one-third increments on each of the Closing, the first anniversary of the Closing and the second anniversary of the Closing.