Kjelti Kellough - Jul 22, 2022 Form 3 Insider Report for Getty Images Holdings, Inc. (GETY)

Role
General Counsel
Signature
/s/ Kjelti Kellough
Stock symbol
GETY
Transactions as of
Jul 22, 2022
Transactions value $
$0
Form type
3
Date filed
7/22/2022, 05:56 PM
Next filing
Mar 20, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding GETY Class A common stock 4.89K Jul 22, 2022 Direct

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 Stock Option (Right to Buy) Jul 22, 2022 Class A common stock 45.1K $3.13 Direct F1
holding GETY Stock Option (Right to Buy) Jul 22, 2022 Class A common stock 40.1K $3.13 Direct F1
holding GETY Stock Option (Right to Buy) Jul 22, 2022 Class A common stock 66.3K $2.74 Direct F2
holding GETY Stock Option (Right to Buy) Jul 22, 2022 Class A common stock 576K $2.74 Direct F3
holding GETY Earnout Shares Jul 22, 2022 Class A common stock 1.4K Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Stock options are fully vested and exercisable.
F2 Stock options granted on April 10, 2019, pursuant to the Issuer's 2012 Equity Incentive Plan, 25% of which vested on the one-year anniversary of the date of grant, and remaining 75% of which vest quarterly in twelve substantially equal installments commencing on the quarterly anniversaries of the one year anniversary of the date of grant, subject to earlier forfeiture or acceleration.
F3 Stock options granted on July 1, 2019, pursuant to the Issuer's 2012 Equity Incentive Plan, 25% of which vested on the one-year anniversary of the date of grant, and remaining 75% of which vest quarterly in twelve substantially equal installments commencing on the quarterly anniversaries of the one year anniversary of the date of grant, subject to earlier forfeiture or acceleration.
F4 Pursuant to the Business Combination Agreement, dated as of December 9, 2021, among the Issuer and certain other parties (the "Agreement"), 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:

Exhibit 24 - Power of Attorney, incorporated herein by reference