0001209191-21-060592.txt : 20211015 0001209191-21-060592.hdr.sgml : 20211015 20211015165152 ACCESSION NUMBER: 0001209191-21-060592 CONFORMED SUBMISSION TYPE: 4 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: Clifton David C CENTRAL INDEX KEY: 0001870902 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39544 FILM NUMBER: 211326520 MAIL ADDRESS: STREET 1: C/O BAKKT HOLDINGS, INC. STREET 2: 5500 WINDWARD PKWY, SUITE 450 CITY: ALPHARETTE STATE: GA ZIP: 30005 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-10-15 0 0001820302 Bakkt Holdings, Inc. BKKT 0001870902 Clifton David C C/O BAKKT HOLDINGS, INC. 5900 WINDWARD PARKWAY, SUITE 450 ALPHARETTA GA 30005 1 0 0 0 Bakkt Opco Units 2021-10-15 4 A 0 162608 A Class A Common Stock 162608 162608 D 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"). 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 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. Represents 845,130 Class B Units in Bakkt Management, LLC (the "Bakkt Management Units"), which units are, subject to certain limitations, redeemable at the request of the Reporting Person in exchange for an equal number of Paired Interests held by Bakkt Management, LLC. As of the Closing, the Bakkt Management Units are vested but such Bakkt Management Units will be released in one-third increments on each of the Closing, the first anniversary of the Closing and the second anniversary of the Closing. /s/ Marc D'Annunzio Attorney-in-Fact for David C Clifton 2021-10-15