GETTY INVESTMENTS LLC - 22 Jul 2022 Form 4 Insider Report for Getty Images Holdings, Inc. (GETY)

Role
Director, 10%+ Owner
Signature
/s/ Jan D. Moehl, as Authorized Officer of Getty Investments LLC
Issuer symbol
GETY
Transactions as of
22 Jul 2022
Net transactions value
+$185,000,000
Form type
4
Filing time
26 Aug 2022, 18:15:37 UTC
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 $50,000,000 +5,000,000 $10.00 5,000,000 22 Jul 2022 Direct F1
transaction GETY Class A common stock Award $135,000,000 +13,500,000 +270% $10.00 18,500,000 22 Jul 2022 Direct F1
transaction GETY Class A common stock Award $0 +124,056,405 +671% $0.000000 142,556,405 22 Jul 2022 Direct F1
transaction GETY Class A common stock Options Exercise +11,823,366 +8.3% 154,379,771 24 Aug 2022 Direct F2, F3
transaction GETY Class A common stock Options Exercise +23,646,733 +15% 178,026,504 25 Aug 2022 Direct F2, F4

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 Award $0 +35,470,099 $0.000000 35,470,099 22 Jul 2022 Class A common stock 35,470,099 Direct F1, F2
transaction GETY Earnout Shares Options Exercise -11,823,366 -33% 23,646,733 24 Aug 2022 Class A common stock 11,823,366 Direct F2, F3
transaction GETY Earnout Shares Options Exercise -23,646,733 -100% 0 25 Aug 2022 Class A common stock 23,646,733 Direct F2, F4
* 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 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.
F2 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").
F3 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.
F4 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.

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.