CC Neuberger Principal Holdings II Sponsor LLC - Jul 22, 2022 Form 4 Insider Report for CC Neuberger Principal Holdings II (PRPB)

Role: 10%+ Owner
Signature: /s/ Douglas Newton as attorney in fact
Stock symbol: PRPB
Transactions as of: Jul 22, 2022
Transactions value $: $0
Form type: 4
Date filed: 7/22/2022, 07:52 PM
Previous filing: Jun 10, 2021

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	PRPB	Class B ordinary shares	Conversion of derivative security	$0	-25.6M	-100%	$0.00^*	0	Jul 22, 2022	Class A ordinary shares	25.6M		Direct	F1, F2

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

CC Neuberger Principal Holdings II Sponsor LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	As described in CC Neuberger Principal Holding II's (the "Issuer") registration statement on Form S-1 (File No. 333-239875) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares, par value $0.0001 ("Class B Ordinary Shares"), will automatically convert into Class A ordinary shares, par value $0.0001, of the Issuer at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
F2	In connection with the Business Combination Agreement, dated December 9, 2021, by and among the Issuer, Getty Images Holdings, Inc. (f/k/a Vector Holding, LLC) ("New CCNB"), Griffey Global Holdings, Inc. and certain other parties thereto (the transactions contemplated thereby, the "Business Combination"), the Issuer merged with and into Vector Domestication Merger Sub, LLC, a Delaware limited liability company ("Domestication Merger Sub"), with Domestication Merger Sub surviving the merger as a wholly-owned direct subsidiary of New CCNB (the "Domestication Merger"). In connection with the Domestication Merger, the Reporting Person's Class B ordinary shares, par value $0.0001 per share, of the Issuer, which were previously convertible into Class A ordinary shares of the Issuer, were automatically converted into shares of Class B common stock of New CCNB, par value $0.0001 per share, on a one-for-one basis.

Content

As described in CC Neuberger Principal Holding II's (the "Issuer") registration statement on Form S-1 (File No. 333-239875) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares, par value $0.0001 ("Class B Ordinary Shares"), will automatically convert into Class A ordinary shares, par value $0.0001, of the Issuer at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

In connection with the Business Combination Agreement, dated December 9, 2021, by and among the Issuer, Getty Images Holdings, Inc. (f/k/a Vector Holding, LLC) ("New CCNB"), Griffey Global Holdings, Inc. and certain other parties thereto (the transactions contemplated thereby, the "Business Combination"), the Issuer merged with and into Vector Domestication Merger Sub, LLC, a Delaware limited liability company ("Domestication Merger Sub"), with Domestication Merger Sub surviving the merger as a wholly-owned direct subsidiary of New CCNB (the "Domestication Merger"). In connection with the Domestication Merger, the Reporting Person's Class B ordinary shares, par value $0.0001 per share, of the Issuer, which were previously convertible into Class A ordinary shares of the Issuer, were automatically converted into shares of Class B common stock of New CCNB, par value $0.0001 per share, on a one-for-one basis.