InsiderTrades

Form 4 for BKKT Bakkt, Inc.

Accepted 2021-10-15 00:00:00 ET · period of report 2021-10-15 · accession 0001209191-21-060594 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X Filed Traded Ticker Insider Title Type Price Qty Owned ΔOwn Value
DI 2021-10-15 2021-10-15 BKKT Collins Sean Roberts Dir A - Grant $10.00 +582.3K 582.3K New +$5.82M
DMI 2021-10-15 2021-10-15 BKKT Collins Sean Roberts Dir A - Grant — +2.91M 156.2K New —

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#TableSecurityDateCodeA/DSharesPriceOwned afterOwnExercise / expiryUnderlyingFootnotes
1 Common Class A Common Stock 2021-10-15 A A 582,323 $10.00 582,323 I See Footnote — — (F1) Represents 582,323 shares of Class A common stock (the "Class A Common Stock") of Bakkt Holdings, Inc. (the "Issuer") held directly by Goldfinch Co-Invest IC LP ("Goldfinch IC") acquired from the Issuer in connection with the completion of the business combination described in the Merger Agreement (as defined in footnote 3 below). (F2) The general partner of each of Goldfinch Co-Invest I, LP, Goldfinch Co-Invest IB, LP and Goldfinch Co-Invest IC LP is Goldfinch Co-Invest I GP LLC. The Reporting Person is a Managing Partner of Goldfinch Co-Invest I GP LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.
2 Derivative Bakkt Opco Units 2021-10-15 A A 2,751,943 — 2,751,943 I See Footnote — · — to — 2,751,943 Class A Common Stock (F4) 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 as a single class on all matters submitted to a vote of the Issuer's stockholders having voting rights generally. (F3) 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 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"). (F5) 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. (F6) Represents securities held directly by Goldfinch Co-Invest I LP. (F2) The general partner of each of Goldfinch Co-Invest I, LP, Goldfinch Co-Invest IB, LP and Goldfinch Co-Invest IC LP is Goldfinch Co-Invest I GP LLC. The Reporting Person is a Managing Partner of Goldfinch Co-Invest I GP LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.
3 Derivative Bakkt Opco Units 2021-10-15 A A 156,167 — 156,167 I See Footnotes — · — to — 156,167 Class A Common Stock (F4) 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 as a single class on all matters submitted to a vote of the Issuer's stockholders having voting rights generally. (F3) 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 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"). (F5) 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. (F7) Represents securities held directly by Goldfinch Co-Invest IB LP. (F2) The general partner of each of Goldfinch Co-Invest I, LP, Goldfinch Co-Invest IB, LP and Goldfinch Co-Invest IC LP is Goldfinch Co-Invest I GP LLC. The Reporting Person is a Managing Partner of Goldfinch Co-Invest I GP LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.