Intercontinental Exchange, Inc. — Director's Dealing 2024

Mar 4, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Bakkt Holdings, Inc. (BKKT)
CIK: 0001820302
Period of Report: 2024-03-04

Reporting Person: Intercontinental Exchange, Inc. (10% Owner)
Reporting Person: Intercontinental Exchange Holdings, Inc. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-04	Class A Common Stock	P	2762009	$0.867	Acquired	7476345	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-03-04	Class 1 Warrants (right to buy)	$1.02	P	1381004	Acquired	2029-09-04	Class A Common Stock (1381004)	Indirect
2024-03-04	Class 2 Warrants (right to buy)	$1.02	P	1381004	Acquired	2029-09-04	Class A Common Stock (1381004)	Indirect

Footnotes

F1: Acquired in a registered direct offering pursuant to the terms of the Securities Purchase Agreement (the "Purchase Agreement"), dated as of February 29, 2024, between the Issuer and Intercontinental Exchange Holdings, Inc. ("ICEH"). Under the Purchase Agreement, the purchase by ICEH of 2,762,009 shares of Class A Common Stock, Class 1 Warrants to purchase up to 1,381,004 shares of Class A Common Stock, and Class 2 Warrants to purchase up to 1,381,004 shares of Class A Common Stock, closed on March 4, 2024. The closing of the purchase by ICEH of an additional 8,772,016 shares of Class A Common Stock, Class 1 Warrants to purchase up to 4,386,008 shares of Class A Common Stock, and Class 2 Warrants to purchase up to 4,386,008 shares of Class A Common Stock is conditioned on the Issuer obtaining stockholder approval ("Stockholder Approval") for such issuances under the rules and regulations of the New York Stock Exchange and other customary closing conditions.

F2: The Class 1 Warrants and Class 2 Warrants will generally be exercisable beginning September 4, 2024. The Class 1 Warrants and Class 2 Warrants have identical terms, except that the Class 2 Warrants also contain an alternative cashless exercise provision that, after the Issuer obtains Stockholder Approval, will allow the holder of a Class 2 Warrant to exercise on a cashless basis and receive a number of shares of Class A Common Stock equal to 50% of the shares of Class A Common Stock then underlying the Class 2 Warrant if the closing trading price of shares of Class A Common Stock is lower than the exercise price of the Class 2 Warrants for three consecutive trading days.

F3: ICEH is the direct holder of the securities reflected in this Form 4. ICEH is a wholly owned subsidiary of Intercontinental Exchange, Inc.