Karen Alexander Form 4/A Bakkt / Karen Alexander 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^*

Alexander Karen

(Last) (First) (Middle)

C/O BAKKT HOLDINGS, INC.

10000 AVALON BOULEVARD, SUITE 1000

(Street)

ALPHARETTE GA 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/20/2024

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/18/2024		A		14,645(1)	A	$0(1)	361,018(2)	D
Class A Common Stock	03/18/2024		A		29,297(3)	A	$0(3)	390,385(4)	D
Class A Common Stock	03/18/2024		A		563,816(5)	A	$0(5)	954,201(6)	D
Class A Common Stock	03/18/2024		A		10,166(7)	A	$0	964,367(8)	D
Class A Common Stock	04/05/2024		F		5,194(9)	D	$0.5156(9)	959,173(8)	D

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

Explanation of Responses:

1. Represents the issuance of shares of Class A common stock resulting from vesting of performance stock units ("PSUs") granted on February 13, 2023 and the attainment of performance goals.

2. Includes 224,118 shares of Class A Common Stock subject to restricted stock units ("RSUs") awards that remain subject to vesting.

3. These securities are PSUs resulting from attainment of performance goals. Each PSU represents a contingent right to receive one share of the issuer's Class A Common Stock. The PSUs shall vest in two equal annual installments on each anniversary of February 23, 2023, provided that the reporting person continues to be employed by the issuer as of each vesting date.

4. Includes 253,415 shares of Class A Common Stock subject to RSU and PSU awards that remain subject to vesting.

5. These securities are RSUs. Each RSU represents a contingent right to receive one share of the issuer's Class A Common Stock. The RSUs shall vest in two equal annual installments on the first two anniversaries of March 18, 2024, provided that the reporting person continues to be employed by the issuer as of each vesting date.

6. Includes 817,231 shares of Class A Common Stock subject to RSU and PSU awards that remain subject to vesting.

7. These securities are PSUs resulting from attainment of performance goals. Each PSU represents a contingent right to receive one share of the issuer's Class A Common Stock. The PSUs shall vest on August 26, 2024, provided that the reporting person continues to be employed by the issuer as of such vesting date.

8. Includes 827,397 shares of Class A Common Stock subject to RSU and PSU awards that remain subject to vesting.

9. In connection with the vesting of PSUs on March 18, 2024, the issuer withheld Class A Common Stock that would otherwise have been issued to the reporting person to satisfy such person's tax withholding obligations. The number of shares withheld was determined based on the closing price per share of Class A Common Stock on March 18, 2024.

	/s/ Marc D'Annunzio Attorney-in-Fact for Karen Alexander	04/09/2024
	** 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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