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SEC Form 4

FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number: 3235-0287 Estimated average burden hours per response: 0.5

  

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations
may continue. See Instruction 1(b).

  

Check this box to indicate that a 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). See Instruction 10.

1. Name and Address of Reporting Person*

Intercontinental Exchange, Inc.

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(Last) (First) (Middle)

5660 NEW NORTHSIDE DRIVE

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(Street)

ATLANTA GA 30328

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(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Bakkt Holdings, Inc. [ BKKT ] 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director X 10% Owner Officer (give title below) Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/25/2024 4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)

Form filed by One Reporting Person X Form filed by More than One Reporting
Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed
Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4.
Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of
Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect
Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common
Stock 04/25/2024 P(1) 350,880 A $0.867 649,934 I See footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) 1. Title of
Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative
Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any
(Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative
Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date
Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of
Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of
Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially
Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct
(D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership
(Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or
Number of Shares Class 1 Warrants (right to buy) $25.5 04/25/2024 P(1) 175,440
(2) 09/04/2029 Class A Common Stock 175,440 $0.867 230,680 I See footnote(3)
Class 2 Warrants (right to buy) $25.5 04/25/2024 P(1) 175,440 (2) 09/04/2029
Class A Common Stock 175,440 $0.867 230,680 I See footnote(3)

1. Name and Address of Reporting Person*

Intercontinental Exchange, Inc.

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(Last) (First) (Middle)

5660 NEW NORTHSIDE DRIVE

--------------------------------------------------------------------------------

(Street)

ATLANTA GA 30328

--------------------------------------------------------------------------------

(City) (State) (Zip)

--------------------------------------------------------------------------------

Relationship of Reporting Person(s) to Issuer

--------------------------------------------------------------------------------

Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person*

Intercontinental Exchange Holdings, Inc.

--------------------------------------------------------------------------------

(Last) (First) (Middle)

5660 NEW NORTHSIDE DRIVE

--------------------------------------------------------------------------------

(Street)

ATLANTA GA 30328

--------------------------------------------------------------------------------

(City) (State) (Zip)

--------------------------------------------------------------------------------

Relationship of Reporting Person(s) to Issuer

--------------------------------------------------------------------------------

Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses: 1. 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
350,880 shares of Class A Common Stock, Class 1 Warrants to purchase up to
175,440 shares of Class A Common Stock, and Class 2 Warrants to purchase up to
175,440 shares of Class A Common Stock, closed on April 25, 2024. All amounts of
securities reflected in this Form 4 reflect the 1-for-25 reverse stock split
effected by the Issuer in April 2024 (the "April 2024 Reverse Stock Split"). 2.
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 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. The exercise price of the previously reported Class 1 Warrants and
Class 2 Warrants was increased to $25.50 per share as a result of the April 2024
Reverse Stock Split. 3. ICEH is the direct holder of the securities reflected in
this Form 4. ICEH is a wholly owned subsidiary of Intercontinental Exchange,
Inc.

Intercontinental Exchange, Inc., By: /s/ Andrew Surdykowski, General Counsel
04/29/2024 Intercontinental Exchange Holdings, Inc., By: /s/ Andrew Surdykowski,
General Counsel 04/29/2024 ** Signature of Reporting Person Date Reminder:
Report on a separate line for each class of securities beneficially owned
directly or indirectly. * If the form is filed by more than one reporting
person, see Instruction 4 (b)(v). ** Intentional misstatements or omissions of
facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C.
78ff(a). Note: File three copies of this Form, one of which must be manually
signed. If space is insufficient, see Instruction 6 for procedure. Persons who
respond to the collection of information contained in this form are not required
to respond unless the form displays a currently valid OMB Number.