0001104659-22-095246.txt : 20220826 0001104659-22-095246.hdr.sgml : 20220826 20220826181712 ACCESSION NUMBER: 0001104659-22-095246 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: Saunders Andrew James CENTRAL INDEX KEY: 0001939281 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41453 FILM NUMBER: 221206639 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 4 1 tm2224576-3_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-07-22 0 0001898496 Getty Images Holdings, Inc. GETY 0001939281 Saunders Andrew James 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 2022-07-22 4 A 0 18325 0.00 A 18325 D Class A common stock 2022-08-24 4 M 0 1746 A 20071 D Class A common stock 2022-08-25 4 M 0 3492 A 23563 D Stock Option (Right to Buy) 3.13 2022-07-22 4 A 0 206887 0.00 A 2027-02-26 Class A common stock 206887 206887 D Stock Option (Right to Buy) 3.13 2022-07-22 4 A 0 412656 0.00 A 2027-03-01 Class A common stock 412656 412656 D Stock Option (Right to Buy) 2.74 2022-07-22 4 A 0 63952 0.00 A 2029-04-10 Class A common stock 63952 63952 D Earnout Shares 2022-07-22 4 A 0 5238 0.00 A Class A common stock 5238 5238 D Earnout Shares 2022-08-24 4 M 0 1746 D Class A common stock 1746 3492 D Earnout Shares 2022-08-25 4 M 0 3492 D Class A common stock 3492 0 D 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 1,746 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 an aggregate 3,492 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. Stock options are fully vested and exercisable. /s/ Kjelti Kellough, as attorney in fact for Andrew Saunders 2022-08-26