Key facts
- This page summarizes David C. Clifton's Form 4 filing for Bakkt Holdings, Inc. (BKKT).
- 1 reported transaction and 1 derivative row are listed below.
- Accepted by SEC: 15 Oct 2021, 16:51.
David C. Clifton - 15 Oct 2021 Form 4 Insider Report for Bakkt Holdings, Inc. (BKKT)
- Reporting relationship
- Director
- Issuer ticker
- BKKT
- Reported as of
- 15 Oct 2021
- Net transaction value
- $0
- Reporting owner signature
- /s/ Marc D'Annunzio Attorney-in-Fact for David C Clifton
Source evidence
Original filing metadata and source links for verification.
3 source fields
Reporting owner
1 detail
Key filing fact
David C. Clifton filed Form 4 for Bakkt Holdings, Inc. (BKKT) on 15 Oct 2021.
Change
- No earlier filing in this sequence is available for direct comparison.
- Current net transaction value: $0.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Filed on Form 4
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
BKKT
transaction
Derivative
Bakkt Opco Units
Award
- Transaction value
- Shares
- +162,608
- Change %
- Price
- Shares after
- 162,608
- Date
- 15 Oct 2021
- Ownership
- Direct
- Underlying class
- Class A Common Stock
- Underlying amount
- 162,608
- Exercise price
- Footnotes
- F1, F2, F3, F4, F5
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Explanation of responses 5 footnotes
Footnote F1
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 Bakkt Holdings, Inc. (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").
Footnote F2
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 of the Issuer ("Class A Common Stock") as a single class on all matters submitted to a vote of the Issuer's stockholders having voting rights generally.
Footnote F3
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.
Footnote F4
Represents 845,130 Class B Units in Bakkt Management, LLC (the "Bakkt Management Units"), which units are, subject to certain limitations, redeemable at the request of the Reporting Person in exchange for an equal number of Paired Interests held by Bakkt Management, LLC.
Footnote F5
As of the Closing, the Bakkt Management Units are vested but such Bakkt Management Units will be released in one-third increments on each of the Closing, the first anniversary of the Closing and the second anniversary of the Closing.