SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Chu Chinh

(Last)

(First)

(Middle)

C/O GETTY IMAGES HOLDINGS, INC.

605 5TH AVENUE SOUTH, SUITE 400

(Street)

SEATTLE

98104

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/22/2022

3. Issuer Name and Ticker or Trading Symbol
Getty Images Holdings, Inc. [ GETY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

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

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock⁽¹⁾	8,697,200	I	By CC Neuberger Principal Holdings II Sponsor LLC⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B-1 common stock⁽¹⁾	⁽³⁾	⁽³⁾	Class A common stock	1,279,000	⁽³⁾	I	By CC Neuberger Principal Holdings II Sponsor LLC⁽²⁾
Series B-2 common stock⁽¹⁾	⁽⁴⁾	⁽⁴⁾	Class A common stock	1,279,000	⁽⁴⁾	I	By CC Neuberger Principal Holdings II Sponsor LLC⁽²⁾
Warrants to purchase Class A common stock	08/21/2022	07/22/2027	Class A common stock	9,280,000	$11.5	I	By CC Neuberger Principal Holdings II Sponsor LLC⁽²⁾

Explanation of Responses:

1. These securities were issued pursuant to the Business Combination Agreement, dated December 9, 2021, by and among CC Neuberger Principal Holdings II, Getty Images Holdings, Inc. (f/k/a Vector Holding, LLC) (the "Issuer"), Griffery Global Holdings, Inc. and the other parties thereto.

2. The reported securities are held by CC Neuberger Principal Holdings II Sponsor LLC (the "Sponsor"), which became controlled by an affiliate of the reporting person in connection with the consummation of the Business Combination. The reported securities reflect the portion of securities held by the Sponsor which are attributed to the reporting person; the reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

3. The Series B-1 common stock represent unvested, non-voting interests in the Issuer. Each share of Series B-1 common stock will vest the first date on which the the daily volume weighted average price of the Issuer's Class A common stock is greater than or equal to $12.50 for a period of at least 20 days out of 30 consecutive days on which shares of the Class A common stock are actually traded on the New York Stock Exchange ("NYSE"). Upon vesting, each share of Series B-1 common stock will convert automatically into one share of Class A common stock.

4. The Series B-2 common stock represent unvested, non-voting interests in the Issuer. Each share of Series B-2 common stock will vest the first date on which the the daily volume weighted average price of the Issuer's Class A common stock is greater than or equal to $15.00 for a period of at least 20 days out of 30 consecutive days on which shares of Class A common stock are actually traded on the NYSE. Upon vesting, each share of Series B-2 common stock will convert automatically into one share of Class A common stock.

Remarks:

Exhibit 24 - Power of Attorney, incorporated herein by reference

	/s/ Kjelti Kellough, as attorney in fact for Chinh Chu	07/22/2022
	** 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 5 (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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