0001104659-22-082103.txt : 20220722 0001104659-22-082103.hdr.sgml : 20220722 20220722175904 ACCESSION NUMBER: 0001104659-22-082103 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220722 FILED AS OF DATE: 20220722 DATE AS OF CHANGE: 20220722 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Orlowsky Peter CENTRAL INDEX KEY: 0001939074 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41453 FILM NUMBER: 221100707 MAIL ADDRESS: STREET 1: C/O GETTY IMAGES HOLDINGS, INC. STREET 2: 605 5TH AVENUE SOUTH, SUITE 400 CITY: SEATTLE STATE: WA ZIP: 98104 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 tm2221444-13_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2022-07-22 0 0001898496 Getty Images Holdings, Inc. GETY 0001939074 Orlowsky Peter C/O GETTY IMAGES HOLDINGS, INC. 605 5TH AVENUE SOUTH, SUITE 400 SEATTLE WA 98104 0 1 0 0 Senior Vice President Class A common stock 3054 D Stock Option (Right to Buy) 3.13 2027-02-26 Class A common stock 106366 D Stock Option (Right to Buy) 3.13 2027-03-01 Class A common stock 53514 D Stock Option (Right to Buy) 1.96 2027-12-11 Class A common stock 213175 D Stock Option (Right to Buy) 2.74 2029-04-10 Class A common stock 319761 D Earnout Shares Class A common stock 873 D Stock options are fully vested and exercisable. Stock options granted on April 10, 2019, pursuant to the Issuers 2012 Equity Incentive Plan, 25% of which vested on the one-year anniversary of the date of grant, and remaining 75% of which vest quarterly in twelve substantially equal installments commencing on the quarterly anniversaries of the one year anniversary of the date of grant, subject to earlier forfeiture or acceleration. Pursuant to the Business Combination Agreement, dated as of December 9, 2021, among the Issuer and certain other parties (the "Agreement"), 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. Exhibit 24 - Power of Attorney, incorporated herein by reference /s/ Kjelti Kellough, as attorney in fact for Peter Orlowsky 2022-07-22 EX-24 2 tm2221444d13_ex24.htm EXHIBIT 24

Exhibit 24

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Kjelti Kellough of Vector Holding, LLC (to be renamed Getty Images Holdings, Inc.) (the “Company”), with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

(1) prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2) execute for and on behalf of the undersigned with respect to the Company, Schedules 13D and 13G and Forms 3, 4 and 5 in accordance with Sections 13 and 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedules 13D or 13G or Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming any of the undersigned’s responsibilities to comply with Sections 13 and 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 7th day of July, 2022.

		/s/ Peter Orlowsky
		Name: Peter Orlowsky