0000950142-22-002383.txt : 20220801
0000950142-22-002383.hdr.sgml : 20220801
20220801174244
ACCESSION NUMBER: 0000950142-22-002383
CONFORMED SUBMISSION TYPE: 3/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220722
FILED AS OF DATE: 20220801
DATE AS OF CHANGE: 20220801
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: 221126062
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
es220275830_3a-gety.xml
OWNERSHIP DOCUMENT
X0206
3/A
2022-07-22
2022-07-27
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
142556405
D
Earnout Shares
Class A common stock
35470100
D
This Form 3 amendment is being filed to correct the number of shares of Class A common stock beneficially owned by the Reporting Person by adding 12,875,369 shares that were inadvertently omitted from the original Form 3.
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.
/s/ Jan D. Moehl, as Authorized Officer of Getty Investments LLC
2022-08-01