Marc D'Annunzio - Feb 24, 2023 Form 4 Insider Report for Bakkt Holdings, Inc. (BKKT)

Role: General Counsel & Secretary
Signature: /s/ Marc D'Annunzio
Stock symbol: BKKT
Transactions as of: Feb 24, 2023
Transactions value $: $0
Form type: 4
Date filed: 2/28/2023, 08:53 PM
Previous filing: Feb 14, 2023
Next filing: Mar 2, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BKKT	Class A Common Stock	Award	$0	+141K	+31.87%	$0.00	583K	Feb 24, 2023	Direct	F1, F2
transaction	BKKT	Class A Common Stock	Award	$0	+50K	+8.57%	$0.00	633K	Feb 24, 2023	Direct	F3, F4

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
holding	BKKT	Bakkt Opco Units						1.3M	Feb 24, 2023	Class A Common Stock	1.3M		Direct	F5, F6

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

Explanation of Responses:

Id	Content
F1	These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the issuer's Class A Common Stock. The RSUs shall vest in three equal annual installments on the first three anniversaries of February 13, 2023, provided that the reporting person continues to be employed by the issuer as of each vesting date.
F2	Includes 333,320 shares of Class A Common Stock subject to RSU awards that remain subject to vesting.
F3	These securities are RSUs. Each RSU represents a contingent right to receive one share of the issuer's Class A Common Stock. The RSUs shall vest in two equal annual installments on the first two anniversaries of February 13, 2023, provided that the reporting person continues to be employed by the issuer as of each vesting date.
F4	Includes 383,320 shares of Class A Common Stock subject to RSU awards that remain subject to vesting.
F5	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.
F6	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.