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

Role
Director, 10%+ Owner
Signature
/s/ Jan D. Moehl, as Authorized Officer of Getty Investments LLC
Stock symbol
GETY
Transactions as of
Jul 22, 2022
Transactions value $
$0
Form type
3/A - Amendment
Date filed
8/1/2022, 05:42 PM
Date Of Original Report
Jul 27, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding GETY Class A common stock 143M Jul 22, 2022 Direct F1

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 35.5M Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This Form 3 amendment is being filed to correct the number of shares of Class A common stock beneficially owned by the Reporting Person by adding 12,875,369 shares that were inadvertently omitted from the original Form 3.
F2 Pursuant to the Business Combination Agreement, dated as of December 9, 2021, among the Issuer and certain other parties (the "Agreement"), Getty Investments LLC (the "Reporting Person") has the contingent right to receive a pro rata amount of Class A common shares 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 share 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.

Remarks:

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.