Koch Icon Investments, LLC - May 15, 2023 Form 4 Insider Report for Getty Images Holdings, Inc. (GETY)

Role
Director, 10%+ Owner
Signature
Koch Icon Investments, LLC /s/ Raffaele G. Fazio, Assistant Secretary
Stock symbol
GETY
Transactions as of
May 15, 2023
Transactions value $
$982,951
Form type
4
Date filed
5/17/2023, 05:19 PM
Previous filing
Jul 27, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GETY Class A Common Stock Exercise of in-the-money or at-the-money derivative security $983K +234K +0.29% $4.19 80.7M May 17, 2023 Direct F1, F2, F3

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 Forward contract (obligation to purchase) Other +1 1 May 15, 2023 Class A Common Stock 234K Direct F1, F3
transaction GETY Forward contract (obligation to purchase) Exercise of in-the-money or at-the-money derivative security -1 -100% 0 May 17, 2023 Class A Common Stock 234K $4.19 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On March 24, 2023, Wood River Capital, LLC ("Wood River"), as nominee for Koch Icon Investments, LLC ("Koch Icon"), entered into a share forward contract providing for the purchase by Wood River of up to 4,000,000 shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of Getty Images Holdings, Inc. (the "Issuer") at a price and number of shares of Class A Common Stock that became fixed following completion of an initial hedging period (the "Hedging Period"). The Hedging Period ended on May 15, 2023, at which point the price was fixed, resulting in Wood River becoming obligated to purchase 234,354 shares of Class A Common Stock (such shares, the "Shares") at a price of $4.1943 per Share.
F2 On May 17, 2023, the share forward contract was settled and Wood River, as nominee for Koch Icon, purchased the Shares at a price of $4.1943 per share.
F3 The shares of Class A Common Stock are beneficially owned by Koch Icon. 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 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.