Koch Icon Investments, LLC - 22 Jul 2022 Form 4 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
Issuer symbol: GETY
Transactions as of: 22 Jul 2022
Net transactions value: $0
Form type: 4
Filing time: 26 Aug 2022, 18:30:38 UTC
Next filing: 17 May 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GETY	Class A Common Stock	Award	$0	+65,935,749		$0.000000	65,935,749	22 Jul 2022	Direct	F1, F2, F3, F4
transaction	GETY	Class A Common Stock	Options Exercise		+4,854,502	+7.4%		70,790,251	24 Aug 2022	Direct	F2, F3, F4, F5
transaction	GETY	Class A Common Stock	Options Exercise		+9,709,003	+14%		80,499,254	25 Aug 2022	Direct	F2, F3, F4, F6

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
transaction	GETY	Earnout Shares	Options Exercise		-4,854,502	-33%		9,709,003	24 Aug 2022	Class A Common Stock	4,854,502		Direct	F1, F2, F3, F4, F5
transaction	GETY	Earnout Shares	Options Exercise		-9,709,003	-100%		0	25 Aug 2022	Class A Common Stock	9,709,003		Direct	F1, F2, F3, F4, F6

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

Explanation of Responses:

Id	Content
F1	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.
F2	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").
F3	(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.
F4	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.
F5	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.
F6	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.