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