0000950142-22-002604.txt : 20220826 0000950142-22-002604.hdr.sgml : 20220826 20220826181537 ACCESSION NUMBER: 0000950142-22-002604 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: GETTY INVESTMENTS LLC CENTRAL INDEX KEY: 0001056213 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41453 FILM NUMBER: 221206623 BUSINESS ADDRESS: STREET 1: 5390 KIETZKE LANE, SUITE 202 CITY: RENO STATE: NV ZIP: 89511 BUSINESS PHONE: 7023480111 MAIL ADDRESS: STREET 1: 5390 KIETZKE LANE, SUITE 202 CITY: RENO STATE: NV ZIP: 89511 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 es220282000_4-gety.xml OWNERSHIP DOCUMENT X0306 4 2022-07-22 0 0001898496 Getty Images Holdings, Inc. GETY 0001056213 GETTY INVESTMENTS LLC 5390 KIETZKE LANE, SUITE 202 RENO NV 89511 1 0 1 0 Class A common stock 2022-07-22 4 A 0 5000000 10.00 A 5000000 D Class A common stock 2022-07-22 4 A 0 13500000 10.00 A 18500000 D Class A common stock 2022-07-22 4 A 0 124056405 0.00 A 142556405 D Class A common stock 2022-08-24 4 M 0 11823366 A 154379771 D Class A common stock 2022-08-25 4 M 0 23646733 A 178026504 D Earnout Shares 2022-07-22 4 A 0 35470099 0.00 A Class A common stock 35470099 35470099 D Earnout Shares 2022-08-24 4 M 0 11823366 D Class A common stock 11823366 23646733 D Earnout Shares 2022-08-25 4 M 0 23646733 D Class A common stock 23646733 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, as amended. 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 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 an aggregate 11,823,366 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 23,646,733 shares of Class A common stock in accordance with the Business Combination Agreement. On December 9, 2021, the Reporting Person entered into a stockholders agreement with the Issuer and certain other stockholders of the Issuer (the "Stockholders Agreement"). By virtue of the Stockholders Agreement and the obligations and rights thereunder, the Reporting Person may be deemed to be in a "group" with certain other stockholders of the Issuer for purposes of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This filing shall not be deemed an admission that such persons constitute a "group" for purposes of the Exchange Act and the Reporting Person expressly disclaims such group membership and any pecuniary interest in any securities not directly owned by the Reporting Person. The Reporting Person may be deemed a director by deputization for purposes of Section 16 of the Exchange Act by virtue of the fact that Mark Getty, Jonathan Kline and Patrick Maxwell were elected to the board of directors of the Issuer as representatives of the Reporting Person. /s/ Jan D. Moehl, as Authorized Officer of Getty Investments LLC 2022-08-26