Marc D'Annunzio - 31 Aug 2022 Form 4 Insider Report for Bakkt Holdings, Inc. (BKKT)

Role: General Counsel & Secretary
Signature: /s/ Marc D'Annunzio
Issuer symbol: BKKT
Transactions as of: 31 Aug 2022
Net transactions value: $0
Form type: 4
Filing time: 02 Sep 2022, 16:34:28 UTC
Previous filing: 17 Feb 2022
Next filing: 06 Feb 2023
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	Conversion of derivative security	$0	+250,000	+87%	$0.000000	537,491	31 Aug 2022	Direct	F1

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	Conversion of derivative security	$0	-250,000	-16%	$0.000000	1,304,712	31 Aug 2022	Class A Common Stock	250,000		Direct	F2, F3

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

Explanation of Responses:

Id	Content
F1	Includes 287,491 shares of Class A Common Stock subject to RSUs that remain subject to vesting.
F2	Represents incentive units of Bakkt Management LLC, which units are, subject to certain limitations, redeemable at the request of the Reporting Person in exchange for the indicated number of common units of Bakkt Opco Holdings, LLC "(Bakkt Opco Units") and an equal number of shares of the Issuer's Class V Common Stock.
F3	Pursuant to the terms of an Amended and Restated Exchange Agreement dated as of May 3, 2022, subject to certain conditions, Bakkt Opco Units together with an equal number of shares of the Issuer's Class V Common Stock, are exchangeable by the Reporting Person for shares of the Issuer's Class A Common Stock on a one-for-one basis.