Sean Roberts Collins - 15 Oct 2021 Form 4 Insider Report for Bakkt Holdings, Inc. (BKKT)

Role
Director
Signature
/s/ Marc D'Annunzio Attorney-in-Fact for Sean Roberts Collins
Issuer symbol
BKKT
Transactions as of
15 Oct 2021
Net transactions value
+$5,823,230
Form type
4
Filing time
15 Oct 2021, 16:53:01 UTC
Next filing
23 Dec 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BKKT Class A Common Stock Award $5,823,230 +582,323 $10.00* 582,323 15 Oct 2021 See Footnote F1, F2

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 +2,751,943 2,751,943 15 Oct 2021 Class A Common Stock 2,751,943 See Footnote F2, F3, F4, F5, F6
transaction BKKT Bakkt Opco Units Award +156,167 156,167 15 Oct 2021 Class A Common Stock 156,167 See Footnotes F2, F3, F4, F5, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents 582,323 shares of Class A common stock (the "Class A Common Stock") of Bakkt Holdings, Inc. (the "Issuer") held directly by Goldfinch Co-Invest IC LP ("Goldfinch IC") acquired from the Issuer in connection with the completion of the business combination described in the Merger Agreement (as defined in footnote 3 below).
F2 The general partner of each of Goldfinch Co-Invest I, LP, Goldfinch Co-Invest IB, LP and Goldfinch Co-Invest IC LP is Goldfinch Co-Invest I GP LLC. The Reporting Person is a Managing Partner of Goldfinch Co-Invest I GP LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.
F3 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 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").
F4 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 as a single class on all matters submitted to a vote of the Issuer's stockholders having voting rights generally.
F5 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.
F6 Represents securities held directly by Goldfinch Co-Invest I LP.
F7 Represents securities held directly by Goldfinch Co-Invest IB LP.