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Ownership Document |
Schema Version: X0508 |
Document Type: 4 |
Period of Report: 3/4/24 |
Not Subject to Section 16: 0 |
Issuer: |
| Issuer CIK: 1820302 |
| Issuer Name: Bakkt Holdings, Inc. |
| Issuer Trading Symbol: BKKT |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1571949 |
| | Owner Name: Intercontinental Exchange, Inc. |
| Reporting Owner Address: |
| | Owner Street 1: 5660 NEW NORTHSIDE DRIVE |
| | Owner Street 2: |
| | Owner City: ATLANTA |
| | Owner State: GA |
| | Owner ZIP Code: 30328 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1174746 |
| | Owner Name: Intercontinental Exchange Holdings, Inc. |
| Reporting Owner Address: |
| | Owner Street 1: 5660 NEW NORTHSIDE DRIVE |
| | Owner Street 2: |
| | Owner City: ATLANTA |
| | Owner State: GA |
| | Owner ZIP Code: 30328 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
Aff 10b5 One: 0 |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock |
| | Transaction Date: |
| | | Value: 3/4/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: P |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 2,762,009 |
| | | Transaction Price Per Share: |
| Value: 0.867 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 7,476,345 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See footnote |
| Footnote ID: F3 |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Class 1 Warrants (right to buy) |
| | Conversion or Exercise Price: |
| | | Value: 1.02 |
| | Transaction Date: |
| | | Value: 3/4/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: P |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1,381,004 |
| | | Transaction Price Per Share: |
| Value: 0.8670 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Footnote ID: F2 |
| | Expiration Date: |
| | | Value: 9/4/29 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 1,381,004 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 1,381,004 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See footnote |
| Footnote ID: F3 |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Class 2 Warrants (right to buy) |
| | Conversion or Exercise Price: |
| | | Value: 1.02 |
| | Transaction Date: |
| | | Value: 3/4/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: P |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1,381,004 |
| | | Transaction Price Per Share: |
| Value: 0.8670 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Footnote ID: F2 |
| | Expiration Date: |
| | | Value: 9/4/29 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 1,381,004 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 1,381,004 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See footnote |
| Footnote ID: F3 |
Footnotes: |
| Footnote - F1: Acquired in a registered direct offering pursuant to the terms of the Securities Purchase Agreement (the "Purchase Agreement"), dated as of February 29, 2024, between the Issuer and Intercontinental Exchange Holdings, Inc. ("ICEH"). Under the Purchase Agreement, the purchase by ICEH of 2,762,009 shares of Class A Common Stock, Class 1 Warrants to purchase up to 1,381,004 shares of Class A Common Stock, and Class 2 Warrants to purchase up to 1,381,004 shares of Class A Common Stock, closed on March 4, 2024. The closing of the purchase by ICEH of an additional 8,772,016 shares of Class A Common Stock, Class 1 Warrants to purchase up to 4,386,008 shares of Class A Common Stock, and Class 2 Warrants to purchase up to 4,386,008 shares of Class A Common Stock is conditioned on the Issuer obtaining stockholder approval ("Stockholder Approval") for such issuances under the rules and regulations of the New York Stock Exchange and other customary closing conditions. |
| Footnote - F2: The Class 1 Warrants and Class 2 Warrants will generally be exercisable beginning September 4, 2024. The Class 1 Warrants and Class 2 Warrants have identical terms, except that the Class 2 Warrants also contain an alternative cashless exercise provision that, after the Issuer obtains Stockholder Approval, will allow the holder of a Class 2 Warrant to exercise on a cashless basis and receive a number of shares of Class A Common Stock equal to 50% of the shares of Class A Common Stock then underlying the Class 2 Warrant if the closing trading price of shares of Class A Common Stock is lower than the exercise price of the Class 2 Warrants for three consecutive trading days. |
| Footnote - F3: ICEH is the direct holder of the securities reflected in this Form 4. ICEH is a wholly owned subsidiary of Intercontinental Exchange, Inc. |
Owner Signature: |
| Signature Name: Intercontinental Exchange, Inc., By: /s/ Andrew J. Surdykowski, General Counsel |
| Signature Date: 3/4/24 |
Owner Signature: |
| Signature Name: Intercontinental Exchange Holdings, Inc., By: /s/ Andrew J. Surdykowski, General Counsel |
| Signature Date: 3/4/24 |