Koch Icon Investments, LLC - Jul 22, 2022 Form 3/A - Amendment Insider Report for Getty Images Holdings, Inc. (GETY)

Role: Director, 10%+ Owner
Signature: Koch Icon Investments, LLC, /s/ Raffaele G. Fazio, Vice President and Secretary
Stock symbol: GETY
Transactions as of: Jul 22, 2022
Transactions value $: $0
Form type: 3/A - Amendment
Date filed: 7/27/2022, 04:10 PM
Date Of Original Report: Jul 22, 2022
Next filing: May 17, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	GETY	Earnout Shares							Jul 22, 2022	Class A Common Stock	14.6M		Direct	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Pursuant to the Business Combination Agreement, dated as of December 9, 2021, among Getty Images Holdings, Inc. (the "Issuer") and certain other parties (the "Agreement"), Koch Icon Investments, LLC ("Koch Icon") has the contingent right to receive 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; $15.00 for the second earnout period; and $17.50 for the third earnout period as adjusted pursuant to the Agreement.
F2	In accordance with Instruction 8(a) to Form 3, this amendment is filed solely to add the line of information to Table II included here; as provided in that instruction, the remainder of the information in the original filing is not restated in this amendment, and no other amendment is made to the original filing.
F3	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.

Remarks:

Michael Harris and Brett Watson serve on the Issuer's board of directors as designees of Koch Icon and, therefore, each of Koch Icon and Koch Industries may be deemed a "director by deputization" of the Issuer.