0000899243-21-040378.txt : 20211015
0000899243-21-040378.hdr.sgml : 20211015
20211015171220
ACCESSION NUMBER: 0000899243-21-040378
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211015
FILED AS OF DATE: 20211015
DATE AS OF CHANGE: 20211015
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Intercontinental Exchange Holdings, Inc.
CENTRAL INDEX KEY: 0001174746
STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39544
FILM NUMBER: 211326675
BUSINESS ADDRESS:
STREET 1: 2100 RIVEREDGE PARKWAY
STREET 2: SUITE 500
CITY: ATLANTA
STATE: GA
ZIP: 30328
BUSINESS PHONE: 7708574700
MAIL ADDRESS:
STREET 1: 2100 RIVEREDGE PARKWAY
STREET 2: SUITE 500
CITY: ATLANTA
STATE: GA
ZIP: 30328
FORMER NAME:
FORMER CONFORMED NAME: INTERCONTINENTALEXCHANGE INC
DATE OF NAME CHANGE: 20020603
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Intercontinental Exchange, Inc.
CENTRAL INDEX KEY: 0001571949
STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39544
FILM NUMBER: 211326676
BUSINESS ADDRESS:
STREET 1: 5660 NEW NORTHSIDE DRIVE,
STREET 2: THIRD FLOOR
CITY: ATLANTA
STATE: GA
ZIP: 30328
BUSINESS PHONE: 770-857-4700
MAIL ADDRESS:
STREET 1: 5660 NEW NORTHSIDE DRIVE,
STREET 2: THIRD FLOOR
CITY: ATLANTA
STATE: GA
ZIP: 30328
FORMER NAME:
FORMER CONFORMED NAME: IntercontinentalExchange Group, Inc.
DATE OF NAME CHANGE: 20130313
FORMER NAME:
FORMER CONFORMED NAME: Intercontinental Exchange Group, Inc.
DATE OF NAME CHANGE: 20130312
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Bakkt Holdings, Inc.
CENTRAL INDEX KEY: 0001820302
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 981550750
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 5900 WINDWARD PARKWAY, SUITE 450
CITY: ALPHARETTA
STATE: GA
ZIP: 30005
BUSINESS PHONE: 678-534-5849
MAIL ADDRESS:
STREET 1: 5900 WINDWARD PARKWAY, SUITE 450
CITY: ALPHARETTA
STATE: GA
ZIP: 30005
FORMER COMPANY:
FORMER CONFORMED NAME: VPC Impact Acquisition Holdings
DATE OF NAME CHANGE: 20200805
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2021-10-15
0
0001820302
Bakkt Holdings, Inc.
BKKT
0001571949
Intercontinental Exchange, Inc.
5660 NEW NORTHSIDE DRIVE, THIRD FLOOR
ATLANTA
GA
30328
0
0
1
0
0001174746
Intercontinental Exchange Holdings, Inc.
5660 NEW NORTHSIDE DRIVE, THIRD FLOOR
ATLANTA
GA
30328
0
0
1
0
Class A Common Stock
4714336
I
See Footnote
Bakkt Opco Units
Class A Common Stock
170079462
I
See Footnote
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").
(Continued from footnote 1) 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 (subject to limitations imposed by a voting agreement) 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 the 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.
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.
Intercontinental Exchange Holdings, Inc. is the direct holder of the securities reflected in this Form 3. Intercontinental Exchange Holdings, Inc. is a wholly owned subsidiary of Intercontinental Exchange, Inc.
Intercontinental Exchange, Inc., By: /s/ Andrew Surdykowski, General Counsel
2021-10-15
Intercontinental Exchange Holdings, Inc., By: /s/ Andrew Surdykowski, General Counsel
2021-10-15