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