SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Collins Sean Roberts

(Last)

(First)

(Middle)

C/O BAKKT HOLDINGS, INC.

10000 AVALON BOULEVARD, SUITE 1000

(Street)

ALPHARETTA

30009

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Bakkt Holdings, Inc. [ BKKT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/07/2023		J⁽¹⁾		2,114,496	D	$0.00	637,447	I	See Footnotes⁽²⁾⁽³⁾
Class A Common Stock	12/07/2023		J⁽⁴⁾		114,810	D	$0.00	41,357	I	See Footnotes⁽³⁾⁽⁵⁾
Class A Common Stock	12/07/2023		J⁽⁶⁾		448,389	D	$0.00	133,934	I	See Footnotes⁽³⁾⁽⁷⁾
Class A Common Stock	12/07/2023		S		225,236	D	$1.84⁽⁸⁾	412,211	I	See Footnotes⁽²⁾⁽³⁾
Class A Common Stock	12/07/2023		S		12,782	D	$1.84⁽⁸⁾	28,575	I	See Footnotes⁽³⁾⁽⁵⁾
Class A Common Stock	12/07/2023		S		47,661	D	$1.84⁽⁸⁾	86,273	I	See Footnotes⁽³⁾⁽⁷⁾
Class A Common Stock	12/07/2023		J⁽⁹⁾		47,461	A	$0.00	505,107⁽¹⁰⁾	D
Class A Common Stock	12/07/2023		S		182,646	D	$1.8029⁽¹¹⁾	322,461⁽¹⁰⁾	D
Class A Common Stock	12/08/2023		S		23,939	D	$1.73⁽¹²⁾	4,636	I	See Footnotes⁽³⁾⁽⁵⁾
Class A Common Stock	12/08/2023		S		36,990	D	$1.73⁽¹²⁾	49,283	I	See Footnotes⁽³⁾⁽⁷⁾
Class A Common Stock	12/08/2023		S		46,501	D	$1.7111⁽¹²⁾	275,960⁽¹⁰⁾	D
Class A Common Stock	12/11/2023		J⁽¹⁾		412,211	D	$0.00	0	I	See Footnotes⁽²⁾⁽³⁾
Class A Common Stock	12/11/2023		J⁽⁴⁾		4,616	D	$0.00	20	I	See Footnotes⁽³⁾⁽⁵⁾
Class A Common Stock	12/11/2023		J⁽⁶⁾		49,252	D	$0.00	31	I	See Footnotes⁽³⁾⁽⁷⁾
Class A Common Stock	12/11/2023		J⁽⁹⁾		9,130	A	$0.00	285,090⁽¹⁰⁾	D
Class A Common Stock	12/11/2023		S		20	D	$1.67	0	I	See Footnotes⁽³⁾⁽⁵⁾
Class A Common Stock	12/11/2023		S		31	D	$1.67	0	I	See Footnotes⁽³⁾⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents a pro-rata in kind distribution of shares of the Issuer's Class A Common Stock by Goldfinch Co-Invest I LP to its partners. Such distribution was exempt under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended.

2. Represents securities held directly by Goldfinch Co-Invest I LP.

3. 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 (collectively, the "Goldfinch Funds"). The Reporting Person is a Managing Partner of Goldfinch Co-Invest I GP LLC (together with the Goldfinch Funds, the "Goldfinch Entities"). The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.

4. Represents a pro-rata in kind distribution of shares of the Issuer's Class A Common Stock by Goldfinch Co-Invest IB LP to its partners. Such distribution was exempt under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended.

5. Represents securities held directly by Goldfinch Co-Invest IB LP.

6. Represents a pro-rata in kind distribution of shares of the Issuer's Class A Common Stock by Goldfinch Co-Invest IC LP to its partners. Such distribution was exempt under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended.

7. Represents securities held directly by Goldfinch Co-Invest IC LP.

8. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.78 to $1.89, inclusive. The reporting person undertakes to provide Bakkt Holdings, Inc., any security holder of Bakkt Holdings, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

9. Represents shares of the Issuer's Class A Common Stock received by the reporting person in distributions from the Goldfinch Entities, each of which was exempt under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended.

10. Includes 275,000 shares of Class A Common Stock subject to Restricted Stock Units that remain subject to vesting.

11. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.76 to $1.86, inclusive. The reporting person undertakes to provide Bakkt Holdings, Inc., any security holder of Bakkt Holdings, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

12. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.705 to $1.765, inclusive. The reporting person undertakes to provide Bakkt Holdings, Inc., any security holder of Bakkt Holdings, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Remarks:

	/s/ Marc D'Annunzio Attorney-in-Fact for Sean Roberts Collins	12/11/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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