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