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