0001209191-21-060594.txt : 20211015 0001209191-21-060594.hdr.sgml : 20211015 20211015165301 ACCESSION NUMBER: 0001209191-21-060594 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: Collins Sean Roberts CENTRAL INDEX KEY: 0001873512 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39544 FILM NUMBER: 211326528 MAIL ADDRESS: STREET 1: C/O BAKKT HOLDINGS, INC. STREET 2: 5500 WINDWARD PKWY., SUITE 450 CITY: ALPHARETTA 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 0001873512 Collins Sean Roberts C/O BAKKT HOLDINGS, INC. 5900 WINDWARD PARKWAY, SUITE 450 ALPHARETTA GA 30005 1 0 0 0 Class A Common Stock 2021-10-15 4 A 0 582323 10.00 A 582323 I See Footnote Bakkt Opco Units 2021-10-15 4 A 0 2751943 A Class A Common Stock 2751943 2751943 I See Footnote Bakkt Opco Units 2021-10-15 4 A 0 156167 A Class A Common Stock 156167 156167 I See Footnotes 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). 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. 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"). 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. 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 securities held directly by Goldfinch Co-Invest I LP. Represents securities held directly by Goldfinch Co-Invest IB LP. /s/ Marc D'Annunzio Attorney-in-Fact for Sean Roberts Collins 2021-10-15