0000950142-22-002320.txt : 20220727 0000950142-22-002320.hdr.sgml : 20220727 20220727181027 ACCESSION NUMBER: 0000950142-22-002320 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220722 FILED AS OF DATE: 20220727 DATE AS OF CHANGE: 20220727 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GETTY INVESTMENTS LLC CENTRAL INDEX KEY: 0001056213 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-41453 FILM NUMBER: 221112183 BUSINESS ADDRESS: STREET 1: 5390 KIETZKE LANE, SUITE 202 CITY: RENO STATE: NV ZIP: 89511 BUSINESS PHONE: 7023480111 MAIL ADDRESS: STREET 1: 5390 KIETZKE LANE, SUITE 202 CITY: RENO STATE: NV ZIP: 89511 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Getty Images Holdings, Inc. CENTRAL INDEX KEY: 0001898496 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 605 5TH AVENUE S. STREET 2: SUITE 400 CITY: SEATTLE STATE: WA ZIP: 98104 BUSINESS PHONE: (206) 925-5000 MAIL ADDRESS: STREET 1: 605 5TH AVENUE S. STREET 2: SUITE 400 CITY: SEATTLE STATE: WA ZIP: 98104 FORMER COMPANY: FORMER CONFORMED NAME: VECTOR HOLDING, LLC DATE OF NAME CHANGE: 20211210 3/A 1 es220274351_3a-gety.xml OWNERSHIP DOCUMENT X0206 3/A 2022-07-22 2022-07-22 0 0001898496 Getty Images Holdings, Inc. GETY 0001056213 GETTY INVESTMENTS LLC 5390 KIETZKE LANE, SUITE 202 RENO NV 89511 1 0 1 0 Class A common stock 129681036 D Earnout Shares Class A common stock 35470100 D Pursuant to the Business Combination Agreement, dated as of December 9, 2021, among the Issuer and certain other parties (the "Agreement"), Getty Investments LLC (the "Reporting Person") has the contingent right to receive a pro rata amount of Class A common shares in each of three earnout periods, if at any time during the 10 year period following July 22, 2022 the volume weighted average price of a Class A common share is greater than or equal to, for any 20 trading days within any 30 consecutive trading day period (an "earnout period"): $12.50 for the first earnout period; $15.00 for the second earnout period; and $17.50 for the third earnout period as adjusted pursuant to the Agreement. On December 9, 2021, the Reporting Person entered into a stockholders agreement with the Issuer and certain other stockholders of the Issuer (the "Stockholders Agreement"). By virtue of the Stockholders Agreement and the obligations and rights thereunder, the Reporting Person may be deemed to be in a "group" with certain other stockholders of the Issuer for purposes of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This filing shall not be deemed an admission that such persons constitute a "group" for purposes of the Exchange Act and the Reporting Person expressly disclaims such group membership and any pecuniary interest in any securities not directly owned by the Reporting Person. The Reporting Person may be deemed a director by deputization for purposes of Section 16 of the Exchange Act by virtue of the fact that Mark Getty, Jonathan Kline and Patrick Maxwell were elected to the board of directors of the Issuer as representatives of the Reporting Person. // This Form 3/A amends the Form 3 filed with the Securities and Exchange Commission by the Issuer on behalf of the Reporting Person on July 22, 2022 (the "Initial Form 3"). The Initial Form 3 was filed by the Issuer on behalf of the Reporting Person in order to comply with the reporting requirements of Section 16 of the Exchange Act. On July 27, 2022, the Reporting Person received updated EDGAR filing codes and promptly filed this Form 3/A using such codes. /s/ Jan D. Moehl, as Authorized Officer of Getty Investments LLC 2022-07-27