Sec Form 4 Filing - Intercontinental Exchange, Inc. @ Bakkt Holdings, Inc. - 2024-03-04

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Intercontinental Exchange, Inc. 2. Issuer Name and Ticker or Trading Symbol Bakkt Holdings, Inc. [ BKKT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 5660 NEW NORTHSIDE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 03/04/2024 (Street) ATLANTA, GA30328 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/04/2024 P( 1 ) 2,762,009 A $ 0.867 7,476,345 I See footnote ( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Class 1 Warrants (right to buy) $ 1.02 03/04/2024 P( 1 ) 1,381,004 ( 2 ) 09/04/2029 Cla ss A Common Stock 1,381,004 $ 0.867 1,381,004 I See footnote ( 3 ) Class 2 Warrants (right to buy) $ 1.02 03/04/2024 P( 1 ) 1,381,004 ( 2 ) 09/04/2029 Class A Common Stock 1,381,004 $ 0.867 1,381,004 I See footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Intercontinental Exchange, Inc. 5660 NEW NORTHSIDE DRIVE ATLANTA, GA30328 X Intercontinental Exchange Holdings, Inc. 5660 NEW NORTHSIDE DRIVE ATLANTA, GA30328 X Signatures Intercontinental Exchange, Inc., By: /s/ Andrew J. Surdykowski, General Counsel 03/04/2024 Signature of Reporting Person Date Intercontinental Exchange Holdings, Inc., By: /s/ Andrew J. Surdykowski, General Counsel 03/04/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )ICEH is the direct holder of the securities reflected in this Form 4. ICEH is a wholly owned subsidiary of Intercontinental Exchange, Inc.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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