VPC Impact Acquisition Holdings Sponsor Form 4 Bakkt / Richard N Levy ownership change

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^*

VPC Impact Acquisition Holdings Sponsor, LLC

(Last) (First) (Middle)

C/O VICTORY PARK CAPITAL ADVISORS, LLC

150 NORTH RIVERSIDE PLAZA, SUITE 5200

(Street)

CHICAGO IL 60606

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

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2021

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

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

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Class A common stock, par value $0.0001 per share	12/16/2021		S		44,856(1)	D	$8.98	9,046,806	D(4)
Class A common stock, par value $0.0001 per share	12/16/2021		S		63,600(2)	D	$10.27	8,983,206	D(4)
Class A common stock, par value $0.0001 per share	12/16/2021		S		5,540(3)	D	$11.19	8,977,666	D(4)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

VPC Impact Acquisition Holdings Sponsor, LLC

(Last) (First) (Middle)

C/O VICTORY PARK CAPITAL ADVISORS, LLC

150 NORTH RIVERSIDE PLAZA, SUITE 5200

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Levy Richard N

(Last) (First) (Middle)

C/O VICTORY PARK CAPITAL ADVISORS, LLC

150 NORTH RIVERSIDE PLAZA, SUITE 5200

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

Explanation of Responses:

1. The reporting person effected multiple same-way open market sale transactions on the same day at different prices through a trade order executed by a broker-dealer. The reporting person reported on a single line all such transactions that occurred within a one dollar price range. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.90-9.18, inclusive. The reporting person hereby undertakes to provide upon request by the Securities Exchange Commission staff, the issuer, or a shareholder of the issuer, full information regarding the number of shares sold at each separate price.

2. The reporting person effected multiple same-way open market sale transactions on the same day at different prices through a trade order executed by a broker-dealer. The reporting person reported on a single line all such transactions that occurred within a one dollar price range. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.25-10.36, inclusive. The reporting person hereby undertakes to provide upon request by the Securities Exchange Commission staff, the issuer, or a shareholder of the issuer, full information regarding the number of shares sold at each separate price.

3. The reporting person effected multiple same-way open market sale transactions on the same day at different prices through a trade order executed by a broker-dealer. The reporting person reported on a single line all such transactions that occurred within a one dollar price range. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.00-11.50, inclusive. The reporting person hereby undertakes to provide upon request by the Securities Exchange Commission staff, the issuer, or a shareholder of the issuer, full information regarding the number of shares sold at each separate price.

4. VPC Impact Acquisition Holdings Sponsor, LLC ("VIH Sponsor") is the record holder of the securities reported herein. Richard N. Levy, as Chief Executive Officer and Founder of Victory Park Capital Advisors, LLC, has voting and investment discretion with respect to the securities held of record by VIH Sponsor. Mr. Levy disclaims any beneficial ownership of the securities held by VIH Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Remarks:

Director by Deputization. See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer.

	/s/ Brian Munsie, Attorney-in-Fact for VPC Impact Acquisition Holdings Sponsor, LLC	12/21/2021
	/s/ Brian Munsie, Attorney-in-Fact for Richard N. Levy	12/21/2021
	** Signature of Reporting Person	Date
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