Adam L. White - 15 Oct 2021 Form 4 Insider Report for Bakkt Holdings, Inc. (BKKT)

Source evidence Original filing metadata and source links for verification. 3 source fields
SEC form
4
Accepted by SEC
15 Oct 2021, 16:56:54 UTC
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Marc D'Annunzio Attorney-in-Fact for Adam L White

Key filing fact

Adam L. White filed Form 4 for Bakkt Holdings, Inc. (BKKT) on 15 Oct 2021.

Key facts

  • This page summarizes Adam L. White'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, 16:56.

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

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

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
+3,659,164
Change %
Price
Shares after
3,659,164
Date
15 Oct 2021
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
3,659,164
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

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 F2

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 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 18,750,000 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, one-third of the Bakkt Management Units are vested, and one-third shall vest on the first anniversary of the Closing and the remaining third shall vest on the second anniversary of the Closing.

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