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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

D'Annunzio Marc		 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)
General Counsel & Secretary
(Last)          (First)          (Middle)

C/O BAKKT HOLDINGS, INC., 10000 AVALON BOULEVARD, SUITE 1000		 3. Date of Earliest Transaction (MM/DD/YYYY)

4/17/2023
(Street)

ALPHARETTA, GA 30009		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

4/19/2023 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 4/17/2023  A  50000 (1)A$0 (1)783320 (2)D  
Class A Common Stock 4/17/2023  A  21873 (3)A$0 (3)805193 (2)D  
Class A Common Stock 4/17/2023  F  15051 (4)D$1.47 (4)790142 (2)D  
Class A Common Stock 4/17/2023  F  6585 (4)D$1.47 (4)783557 (2)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Bakkt Opco Units  (5)           (6) (6)Class A Common Stock 1204712 (5) 1204712 (5)D  
Explanation of Responses:
(1) Represents the issuance of shares of Class A common stock resulting from vesting of one-third of performance stock units ("PSUs") granted on 01/21/2022 and the attainment of performance goals.
(2) Includes 383,320 shares of Class A Common Stock subject to restricted stock units awards that remain subject to vesting. Each RSU represents a contingent right to receive one share of the issuer's Class A Common Stock.
(3) Represents the issuance of shares of Class A common stock resulting from vesting of one-third of PSUs granted on 02/01/2022 and the attainment of performance goals.
(4) In connection with the vesting of PSUs on April 17, 2023, 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 April 17, 2023.
(5) Represents incentive units of Bakkt Management LLC, which units are, subject to certain limitations, redeemable at the request of the reporting person in exchange for the indicated number of common units of Bakkt Opco Holdings, LLC "(Bakkt Opco Units") and an equal number of shares of the issuer's Class V Common Stock.
(6) Pursuant to the terms of an Amended and Restated Exchange Agreement dated as of May 3, 2022, subject to certain conditions, Bakkt Opco Units together with an equal number of shares of the issuer's Class V Common Stock, are exchangeable by the Reporting Person for shares of the issuer's Class A Common Stock on a one-for-one basis.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
D'Annunzio Marc
C/O BAKKT HOLDINGS, INC.
10000 AVALON BOULEVARD, SUITE 1000
ALPHARETTA, GA 30009

General Counsel & Secretary
Signatures
/s/ Marc D'Annunzio5/2/2023
**Signature of Reporting PersonDate
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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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