Marc D'Annunzio - Feb 28, 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 28, 2023
Transactions value $: $0
Form type: 4
Date filed: 3/2/2023, 04:22 PM
Previous filing: Feb 28, 2023
Next filing: May 2, 2023

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	+100K	+15.79%	$0.00	733K	Feb 28, 2023	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	-100K	-7.66%	$0.00	1.2M	Feb 28, 2023	Class A Common Stock	100K		Direct	F2, F3

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

Explanation of Responses:

Id	Content
F1	Includes 383,320 shares of Class A Common Stock subject to restricted stock units ("RSUs") awards that remain subject to vesting. Each RSU represents a contingent right to receive one share of the issuer's Class A Common Stock.
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.