0001140361-22-027708.txt : 20220801
0001140361-22-027708.hdr.sgml : 20220801
20220801173955
ACCESSION NUMBER: 0001140361-22-027708
CONFORMED SUBMISSION TYPE: 3
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: Neuberger Berman Investment Advisers LLC
CENTRAL INDEX KEY: 0001230440
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41453
FILM NUMBER: 221126040
BUSINESS ADDRESS:
STREET 1: 1290 AVENUE OF THE AMERICAS
STREET 2: 26TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10104
BUSINESS PHONE: 6464974663
MAIL ADDRESS:
STREET 1: 1290 AVENUE OF THE AMERICAS
STREET 2: 26TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10104
FORMER NAME:
FORMER CONFORMED NAME: Neuberger Berman Fixed Income LLC
DATE OF NAME CHANGE: 20100806
FORMER NAME:
FORMER CONFORMED NAME: LINCOLN CAPITAL FIXED INCOME MANAGEMENT CO LLC
DATE OF NAME CHANGE: 20030501
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Neuberger Berman Group LLC
CENTRAL INDEX KEY: 0001465109
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41453
FILM NUMBER: 221126041
BUSINESS ADDRESS:
STREET 1: 1290 AVENUE OF THE AMERICAS
CITY: NEW YORK
STATE: NY
ZIP: 10104
BUSINESS PHONE: 212-476-9000
MAIL ADDRESS:
STREET 1: 1290 AVENUE OF THE AMERICAS
CITY: NEW YORK
STATE: NY
ZIP: 10104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Neuberger Berman Investment Advisers Holdings LLC
CENTRAL INDEX KEY: 0001845560
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41453
FILM NUMBER: 221126039
BUSINESS ADDRESS:
STREET 1: 1290 AVENUE OF THE AMERICAS
CITY: NEW YORK
STATE: NY
ZIP: 10104
BUSINESS PHONE: 212-476-9000
MAIL ADDRESS:
STREET 1: 1290 AVENUE OF THE AMERICAS
CITY: NEW YORK
STATE: NY
ZIP: 10104
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
1
form3.xml
FORM 3
X0206
3
2022-07-22
0
0001898496
Getty Images Holdings, Inc.
GETY
0001465109
Neuberger Berman Group LLC
1290 AVENUE OF THE AMERICAS
NEW YORK
NY
10104
true
0001230440
Neuberger Berman Investment Advisers LLC
1290 AVENUE OF THE AMERICAS
NEW YORK
NY
10104
true
0001845560
Neuberger Berman Investment Advisers Holdings LLC
1290 AVENUE OF THE AMERICAS
NEW YORK
NY
10104
true
Class A common stock
50000000
I
Held by Neuberger Berman Opportunistic Capital Solutions Master Fund LP
Class A common stock
21766800
I
Held by CC Neuberger Principal Holdings II Sponsor LLC
Warrants to purchase Class A common stock
11.5
2022-08-21
2027-07-22
Class A common stock
3750000
I
Held by Neuberger Berman Opportunistic Capital Solutions Master Fund LP
Warrants to purchase Class A common stock
11.5
2022-08-21
2027-07-22
Class A common stock
9280000
I
Held by CC Neuberger Principal Holdings II Sponsor LLC
Series B-1 common stock
2032-07-22
Class A common stock
1279000
I
Held by CC Neuberger Principal Holdings II Sponsor LLC
Series B-2 common stock
2032-07-22
Class A common stock
1279000
I
Held by CC Neuberger Principal Holdings II Sponsor LLC
These securities were acquired in connection with a Business Combination Agreement, dated December 9, 2021, by and among CC Neuberger Principal Holdings II, Vector Holding, LLC (n/k/a Getty Images Holdings, Inc.) (the "Issuer"), Griffey Global Holdings, Inc. and the other parties thereto (the transactions contemplated thereby, the "Business Combination").
Neuberger Berman Investment Advisers LLC ("NBIA") serves as investment adviser to Neuberger Berman Opportunistic Capital Solutions Master Fund LP ("Master Fund") and, in such capacity, exercises voting and/or investment power over the shares held directly by Master Fund. Neuberger Berman Investment Advisers Holdings LLC is the holding company of NBIA and a subsidiary of Neuberger Berman Group LLC. Each of the Reporting Persons disclaim beneficial ownership of the securities held by Master Fund except to the extent of its pecuniary interest therein.
CC Neuberger Principal Holdings II Sponsor LLC ("Sponsor") is owned by its two members, one of which is Master Fund. Accordingly, the Reporting Persons share voting and dispositive control over the securities held by Sponsor. The reported securities reflect the pecuniary interest of the Reporting Persons in the securities held by Sponsor. Each of the Reporting Persons disclaim beneficial ownership of the securities held by Sponsor except to the extent of its pecuniary interest therein.
The Series B-1 common stock represent unvested, non-voting interests in the Issuer. Shares of Series B-1 common stock convert automatically into shares of the Issuer's Class A common stock on a one-for-one basis on the first date on which the daily volume weighted average price of the 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 Class A common stock are actually traded on the New York Stock Exchange ("NYSE"). Any shares of Series B-1 common stock that have not converted into shares of Class A common stock by the tenth anniversary of the closing of the Business Combination shall be automatically forfeited.
The Series B-2 common stock represent unvested, non-voting interests in the Issuer. Shares of Series B-2 common stock convert automatically into shares of the Issuer's Class A common stock on a one-for-one basis on the first date on which the daily volume weighted average price of the 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 NYSE. Any shares of Series B-2 common stock that have not converted into shares of Class A common stock by the tenth anniversary of the closing of the Business Combination shall be automatically forfeited.
Sponsor is subject to a 9.8% conversion blocker on the 18,560,000 total warrants it holds, which operates to prevent Sponsor from currently exercising 17,674,511 warrants because that would result in Sponsor's beneficial ownership exceeding 9.8% (the "Sponsor Blocker"). The Sponsor Blocker is not applicable to Master Fund, including not applicable to any warrants received by Master Fund upon distribution from Sponsor, and so the beneficial ownership reported herein reflects Master Fund's full pecuniary interest in the warrants held by Sponsor (i.e., not limited by the Sponsor Blocker).
/s/ Brad Cetron, Deputy General Counsel for Neuberger Berman Group LLC
2022-08-01
/s/ Brad Cetron, Deputy General Counsel for Neuberger Berman Investment Advisers LLC
2022-08-01
/s/ Brad Cetron, Deputy General Counsel for Neuberger Berman Investment Advisers Holdings LLC
2022-08-01