0000899243-22-029888.txt : 20220826
0000899243-22-029888.hdr.sgml : 20220826
20220826183038
ACCESSION NUMBER: 0000899243-22-029888
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: KOCH INDUSTRIES INC
CENTRAL INDEX KEY: 0000923338
STATE OF INCORPORATION: KS
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41453
FILM NUMBER: 221206693
BUSINESS ADDRESS:
STREET 1: 4111 EAST 37TH STREET NORTH
CITY: WICHITA
STATE: KS
ZIP: 67220
BUSINESS PHONE: 3168285500
MAIL ADDRESS:
STREET 1: 4111 EAST 37TH STREET NORTH
CITY: WICHITA
STATE: KS
ZIP: 67220
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Koch Icon Investments, LLC
CENTRAL INDEX KEY: 0001905127
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41453
FILM NUMBER: 221206692
BUSINESS ADDRESS:
STREET 1: 4111 E. 37TH STREET N
CITY: WICHITA
STATE: KS
ZIP: 67220
BUSINESS PHONE: 316-828-5500
MAIL ADDRESS:
STREET 1: 4111 E. 37TH STREET N
CITY: WICHITA
STATE: KS
ZIP: 67220
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
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-07-22
0
0001898496
Getty Images Holdings, Inc.
GETY
0001905127
Koch Icon Investments, LLC
4111 E. 37TH STREET NORTH
WICHITA
KS
67220
1
0
1
0
0000923338
KOCH INDUSTRIES INC
4111 E. 37TH STREET NORTH
WICHITA
KS
67220
1
0
1
0
Class A Common Stock
2022-07-22
4
A
0
65935749
0.00
A
65935749
D
Class A Common Stock
2022-08-24
4
M
0
4854502
A
70790251
D
Class A Common Stock
2022-08-25
4
M
0
9709003
A
80499254
D
Earnout Shares
2022-08-24
4
M
0
4854502
D
Class A Common Stock
4854502
9709003
D
Earnout Shares
2022-08-25
4
M
0
9709003
D
Class A Common Stock
9709003
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 (as defined in note 2) 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 and Form 3/A.
Pursuant to the Business Combination Agreement, dated as of December 9, 2021, among Getty Images Holdings, Inc. (the "Issuer") and certain other parties (the "Business Combination Agreement"), Koch Icon Investments, LLC ("Koch Icon") has the contingent right to receive, for no additional consideration, a pro rata amount of Class A common stock of the Issuer (the "Class A Common Stock") 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 Stock 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 (the "First Price Triggering Event"); $15.00 for the second earnout period (the "Second Price Triggering Event"); and $17.50 for the third earnout period (the "Third Price Triggering Event") as adjusted pursuant to the Business Combination Agreement (the "earnout right").
(Continued from Footnote 2) Each of 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 9,709,003 shares of Class A common stock in accordance with the Business Combination Agreement.
Koch Icon is beneficially owned by Koch Equity Development LLC ("Koch Equity"), Koch Equity is beneficially owned by Koch Investments Group, LLC ("KIG"), KIG is beneficially owned by Koch Investments Group Holdings, LLC ("KIGH"), and KIGH is beneficially owned by Koch Industries, Inc. ("Koch Industries"), in each case by means of ownership of all voting equity instruments. Koch Industries, Koch Equity, KIG, and KIGH may be deemed to beneficially own the shares of Class A Common Stock of the Issuer held by Koch Icon by virtue of (i) Koch Industries' beneficial ownership of KIGH, (ii) KIGH's beneficial ownership of KIG, (iii) KIG's beneficial ownership of Koch Equity and (iv) Koch Equity's beneficial ownership of Koch Icon.
The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive 4,854,502 shares of Class A common stock in accordance with the Business Combination Agreement.
Each of 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 9,709,003 shares of Class A common stock in accordance with the Business Combination Agreement.
Koch Icon Investments,, LLC /s/ Raffaele G. Fazio, Vice President and Secretary
2022-08-26
Koch Industries, Inc. /s/ Raffaele G. Fazio, Vice President and Secretary
2022-08-26