0001104659-22-095249.txt : 20220826
0001104659-22-095249.hdr.sgml : 20220826
20220826181828
ACCESSION NUMBER: 0001104659-22-095249
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220722
FILED AS OF DATE: 20220826
DATE AS OF CHANGE: 20220826
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GETTY MARK
CENTRAL INDEX KEY: 0001070896
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41453
FILM NUMBER: 221206652
BUSINESS ADDRESS:
STREET 1: 2101 FOURTH AVENUE
STREET 2: FIFTH FL, SUITE 500
CITY: SEATTLE
STATE: WA
ZIP: 98121
BUSINESS PHONE: 206 925 5000
MAIL ADDRESS:
STREET 1: C/O GETTY IMAGES, INC.
STREET 2: 601 N 34TH ST
CITY: SEATTLE
STATE: WA
ZIP: 98103
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
4
1
tm2224576-6_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2022-07-22
0
0001898496
Getty Images Holdings, Inc.
GETY
0001070896
GETTY MARK
C/O GETTY IMAGES HOLDINGS, INC.
605 5TH AVENUE SOUTH, SUITE 400
SEATTLE
WA
98104
1
0
1
0
Class A common stock
2022-07-22
4
A
0
6061038
0.00
A
6061038
D
Class A common stock
2022-07-22
4
A
0
3957803
0.00
A
3957803
I
By Trust
Class A common stock
2022-07-22
4
A
0
360899
0.00
A
360899
I
By Trust
Class A common stock
2022-08-24
4
M
0
577655
A
6638693
D
Class A common stock
2022-08-25
4
M
0
1155311
A
7794004
D
Class A common stock
2022-08-24
4
M
0
377203
A
4335006
I
By Trust
Class A common stock
2022-08-25
4
M
0
754407
A
5089413
I
By Trust
Class A common stock
2022-08-24
4
M
0
34395
A
395294
I
By Trust
Class A common stock
2022-08-25
4
M
0
68791
A
464085
I
By Trust
Earnout Shares
2022-07-22
4
A
0
1732966
0.00
A
Class A common stock
1732966
1732966
D
Earnout Shares
2022-07-22
4
A
0
1131610
0.00
A
Class A common stock
1131610
1131610
I
By Trust
Earnout Shares
2022-07-22
4
A
0
103186
0.00
A
Class A common stock
103186
103186
I
By Trust
Earnout Shares
2022-08-24
4
M
0
577655
D
Class A common stock
577655
1155311
D
Earnout Shares
2022-08-25
4
M
0
1155311
D
Class A common stock
1155311
0
D
Earnout Shares
2022-08-24
4
M
0
377203
D
Class A common stock
377203
754407
I
By Trust
Earnout Shares
2022-08-25
4
M
0
754407
D
Class A common stock
754407
0
I
By Trust
Earnout Shares
2022-08-24
4
M
0
34395
D
Class A common stock
34395
68791
I
By Trust
Earnout Shares
2022-08-25
4
M
0
68791
D
Class A common stock
68791
0
I
By Trust
This transaction occurred in connection with the Business Combination Agreement (as defined in note 2) and prior to the effectiveness of the Issuer's registration under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is being reported on this Form 4 solely for purposes of compliance with Rule 16a-2(a) under the Exchange Act. The securities covered by such transaction were previously included on the Reporting Person's Form 3.
Pursuant to the Business Combination Agreement, dated as of December 9, 2021, among the Issuer and certain other parties (the "Business Combination Agreement"), the Reporting Person had the contingent right (an "earnout") to receive a pro rata amount of shares of Class A common stock of the Issuer (the "Class A common stock"), if at any time during the 10 year period following July 22, 2022, the volume weighted average price of the Class A common stock was greater than or equal to, for any 20 trading days within any 30 consecutive trading day period: $12.50 for the first earnout (the "First Price Triggering Event"); $15.00 for the second earnout (the "Second Price Triggering Event"); and $17.50 for the third earnout (the "Third Price Triggering Event").
The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive, directly and indirectly, an aggregate 989,253 shares of Class A common stock in accordance with the Business Combination Agreement.
The Second Price Triggering Event and the Third Price Triggering Event occurred on August 25, 2022, upon which the Reporting Person became entitled to receive, directly and indirectly, an aggregate 1,978,509 shares of Class A common stock in accordance with the Business Combination Agreement.
Pursuant to the Issuer's Bylaws, the Reporting Person is subject to a transfer lock up period until January 19, 2023 (subject to customary exceptions) in respect of the shares of Class A common stock received in accordance with the Business Combination Agreement, including for the avoidance of doubt, the shares of Class A common stock entitled to be received as described in notes 3 and 4 above.
Directly held by The October 1993 Trust, in which the Reporting Person may be deemed to have a beneficial interest. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, if any.
Directly held by The Options Settlement, in which the Reporting Person may be deemed to have a beneficial interest. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, if any.
/s/ Kjelti Kellough, as attorney in fact for Mark Getty
2022-08-26