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