X0206 3 2021-10-15 0 0001820302 Bakkt Holdings, Inc. BKKT 0001571949 Intercontinental Exchange, Inc. 5660 NEW NORTHSIDE DRIVE, THIRD FLOOR ATLANTA GA 30328 0 0 1 0 0001174746 Intercontinental Exchange Holdings, Inc. 5660 NEW NORTHSIDE DRIVE, THIRD FLOOR ATLANTA GA 30328 0 0 1 0 Class A Common Stock 4714336 I See Footnote Bakkt Opco Units Class A Common Stock 170079462 I See Footnote Acquired pursuant to the terms of the Agreement and Plan of Merger, dated as of January 11, 2021 (as amended, the "Merger Agreement"), by and among Bakkt Holdings, Inc. (the "Issuer"), Pylon Merger Company LLC ("Merger Sub"), and Bakkt Opco Holdings, LLC ("Bakkt Opco"), pursuant to which Merger Sub merged (the "Merger") with and into Bakkt Opco with Bakkt Opco continuing as the surviving entity and a subsidiary of the Issuer. Pursuant to the terms of the Merger Agreement, the owners of Bakkt Opco common units as of immediately prior to the closing of the Merger (the "Closing") received at the Closing, as consideration for the Merger, paired interests ("Paired Interests"), each consisting of one unit of Bakkt Opco (a "Bakkt Opco Unit") and one share of Class V common stock of the Issuer ("Class V Common Stock"). (Continued from footnote 1) The Bakkt Opco Units represent non-voting limited liability company interests of Bakkt Opco. The shares of Class V Common Stock are non-economic, voting shares of the Issuer, which entitle the holder thereof (subject to limitations imposed by a voting agreement) to one vote for each share of Class V Common Stock held of record by such holder on all matters on which holders of Class V Common Stock as a separate class are entitled to vote, and, together with holders of the Class A common stock of the Issuer ("Class A Common Stock") as a single class on all matters submitted to a vote of the Issuer's stockholders having voting rights generally. Pursuant to the terms of an exchange agreement (the "Exchange Agreement"), beginning on the six-month anniversary of the Closing, holders of Paired Interests may exchange such Paired Interests for shares of Class A Common Stock on a one-for-one basis (subject to adjustment as set forth in the Exchange Agreement) or, at the Issuer's option, for cash. These exchange rights do not expire. Intercontinental Exchange Holdings, Inc. is the direct holder of the securities reflected in this Form 3. Intercontinental Exchange Holdings, Inc. is a wholly owned subsidiary of Intercontinental Exchange, Inc. Intercontinental Exchange, Inc., By: /s/ Andrew Surdykowski, General Counsel 2021-10-15 Intercontinental Exchange Holdings, Inc., By: /s/ Andrew Surdykowski, General Counsel 2021-10-15