Marc D'Annunzio - Jan 25, 2024 Form 4 Insider Report for Bakkt Holdings, Inc. (BKKT)

Role
General Counsel & Secretary
Signature
/s/ Marc D'Annunzio
Stock symbol
BKKT
Transactions as of
Jan 25, 2024
Transactions value $
-$86,488
Form type
4
Date filed
1/29/2024, 07:19 PM
Previous filing
May 2, 2023
Next filing
Feb 9, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BKKT Class A Common Stock Tax liability -$32.2K -23.2K -3.16% $1.39 710K Jan 25, 2024 Direct F1, F2
transaction BKKT Class A Common Stock Sale -$54.2K -42.8K -6.03% $1.27 667K Jan 25, 2024 Direct F2, 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 1.2M Jan 25, 2024 Class A Common Stock 1.2M Direct F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 In connection with the vesting of restricted stock units on January 21, 2024, the issuer withheld Class A Common Stock that would otherwise have been issued to the reporting person to satisfy such person's tax withholding obligations. The number of shares withheld was determined based on the closing price per share of Class A Common Stock on January 19, 2024.
F2 Includes 317,320 shares of Class A Common Stock subject to restricted stock units that remain subject to vesting.
F3 The sales were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 05/22/2023.
F4 Represents a weighted-average price. These shares were sold in multiple transactions at prices ranging from $1.25 to $1.29, inclusive. For all transactions reported in this Form 4 utilizing a weighted-average price, the reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
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.