4//SEC Filing
Intercontinental Exchange, Inc. 4
Accession 0000947871-25-000953
$ICECIK 0001820302operating
Filed
Nov 4, 7:00 PM ET
Accepted
Nov 5, 9:25 PM ET
Size
21.3 KB
Accession
0000947871-25-000953
Insider Transaction Report
Form 4
Intercontinental Exchange, Inc.
10% Owner
Transactions
- Other
Class A Common Stock
2025-11-03+649,934→ 649,934 total(indirect: See footnote) - Other
Class 2 Warrants (right to buy)
2025-11-03+230,680→ 230,680 total(indirect: See footnote)Exercise: $25.50From: 2025-11-03Exp: 2029-09-04→ Class A Common Stock (230,680 underlying) - Exercise/Conversion
Class A Common Stock
2025-11-03+6,803,178→ 7,453,112 total(indirect: See footnote) - Exercise/Conversion
Bakkt Opco Units
2025-11-03−6,803,178→ 0 total(indirect: See footnote)→ Class A Common Stock (6,803,178 underlying) - Other
Class 1 Warrants (right to buy)
2025-11-03+230,680→ 230,680 total(indirect: See footnote)Exercise: $25.50From: 2025-11-03Exp: 2029-09-04→ Class A Common Stock (230,680 underlying) - Other
Preferred Stock
2025-11-03$39.34/sh+465,890$18,328,113→ 465,890 total(indirect: See footnote)→ Class A Common Stock (465,890 underlying)
Footnotes (7)
- [F1]On November 3, 2025, pursuant to a reorganization (the "Reorganization"), Bakkt Holdings, Inc. (formerly known as Bakkt NewCo Holdings, Inc.) (the "Issuer") became the successor of Bakkt Intermediate Holdings, Inc. (formerly known as Bakkt Holdings, Inc.) ("Bakkt") pursuant to merger transactions in which a subsidiary of the Issuer merged with and into Bakkt, with Bakkt surviving and, immediately following such merger, a subsidiary of the Issuer merged with and into Bakkt OpCo Holdings LLC ("OpCo"), a subsidiary of Bakkt, with OpCo surviving. The mergers resulted in the Issuer becoming the parent holding company of Bakkt and OpCo but did not alter the proportionate economic interests of security holders.
- [F2]In accordance with the terms of the PubCo Merger Agreement (as defined in the Form 8K12B filed by the Issuer on November 3, 2025 (the "8-K")), (i) each share of Class A common stock of Bakkt ("Bakkt Class A Common Stock") issued and outstanding immediately prior to the effective time of the Holding Company Reorganization (as defined in the 8-K) (the "Holding Company Reorganization Effective Time") was converted automatically into the right to receive one validly issued, fully paid and non-assessable share of the Issuer's Class A Common Stock, having the same rights and limitations as the shares so converted, and (ii) each share of Class V common stock of Bakkt issued and outstanding immediately prior to the Holding Company Reorganization Effective Time was converted automatically into the right to receive one validly issued, fully paid and non-assessable share of the Issuer's Class V Common Stock, having the same rights and limitations as the shares so converted.
- [F3]In accordance with the terms of the OpCo Merger Agreement (as defined in the 8-K), each outstanding common unit of OpCo ("OpCo Common Unit"), other than any OpCo Common Unit owned by Bakkt, together with one share of the Issuer's Class V Common Stock paired therewith, issued and outstanding immediately prior to the effective time of the OpCo Merger (the "OpCo Merger Effective Time") was exchanged for the right to receive one validly issued, fully paid and non-assessable share of the Issuer's Class A Common Stock, resulting in the elimination of the shares of the Issuer's Class V Common Stock and the Issuer having only a single class of common stock outstanding (the Class A Common Stock).
- [F4]Intercontinental Exchange Holdings, Inc. ("ICEH") is the direct holder of the securities reflected in this Form 4. ICEH is a wholly owned subsidiary of Intercontinental Exchange, Inc.
- [F5]Pursuant to the TRA Amendment and the Contribution Agreement, as amended (both defined in the 8-K), ICEH agreed that it would, immediately prior to the closing of the Reorganization, (i) contribute its rights under the TRA to the Issuer in exchange for a cash payment from the Issuer equal to the amount to which ICEH would otherwise be entitled under the TRA and (ii) ICEH would further contribute such cash to the Issuer in exchange for shares of the Issuer's Series A Non-Voting Convertible Preferred Stock (the Issuer's "Preferred Stock"). ICEH received 465,890 shares of the Issuer's Preferred Stock. These shares will be automatically converted into shares of the Issuer's Class A Common Stock upon the earlier of (i) the expiry or termination of the waiting period applicable to such conversion under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or (ii) a direct transfer to an unaffiliated party of the holder thereof.
- [F6]Pursuant to the Contribution Agreement, the price at which ICEH received shares in exchange for its contribution was determined based on the "Minimum Price," as defined in NYSE Rule 312.04(h).
- [F7]As previously reported on the Issuer's Form 4s, as filed on March 4, 2024, and April 29, 2024, ICEH acquired Class 1 and Class 2 Warrants from Bakkt. Each of Bakkt's Class 1 and Class 2 Warrants to purchase shares of Bakkt Class A Common Stock that was outstanding and unexercised prior to the Reorganization was exchanged for an equivalent immediately exercisable warrant to purchase the Issuer's Class A Common Stock.
Documents
Issuer
Bakkt Holdings, Inc.
CIK 0001820302
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001571949
Filing Metadata
- Form type
- 4
- Filed
- Nov 4, 7:00 PM ET
- Accepted
- Nov 5, 9:25 PM ET
- Size
- 21.3 KB