Elizabeth Vaughan - Jul 22, 2022 Form 4 Insider Report for Getty Images Holdings, Inc. (GETY)

Role: Chief People Officer
Signature: /s/ Kjelti Kellough, as attorney in fact for Elizabeth Vaughan
Stock symbol: GETY
Transactions as of: Jul 22, 2022
Transactions value $: $0
Form type: 4
Date filed: 8/26/2022, 06:17 PM
Next filing: Mar 20, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GETY	Class A common stock	Award	$0	+6.11K		$0.00	6.11K	Jul 22, 2022	Direct	F1, F5
transaction	GETY	Class A common stock	Options Exercise		+582	+9.53%		6.69K	Aug 24, 2022	Direct	F2, F3, F5
transaction	GETY	Class A common stock	Options Exercise		+1.16K	+17.4%		7.85K	Aug 25, 2022	Direct	F2, F4, F5

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	Stock Option (Right to Buy)	Award	$0	+61.7K		$0.00	61.7K	Jul 22, 2022	Class A common stock	61.7K	$3.13	Direct	F1, F6
transaction	GETY	Stock Option (Right to Buy)	Award	$0	+23.5K		$0.00	23.5K	Jul 22, 2022	Class A common stock	23.5K	$3.13	Direct	F1, F6
transaction	GETY	Stock Option (Right to Buy)	Award	$0	+640K		$0.00	640K	Jul 22, 2022	Class A common stock	640K	$2.74	Direct	F1, F7
transaction	GETY	Earnout Shares	Award	$0	+1.75K		$0.00	1.75K	Jul 22, 2022	Class A common stock	1.75K		Direct	F1, F2
transaction	GETY	Earnout Shares	Options Exercise		-582	-33.33%		1.16K	Aug 24, 2022	Class A common stock	582		Direct	F2, F3
transaction	GETY	Earnout Shares	Options Exercise		-1.16K	-100%		0	Aug 25, 2022	Class A common stock	1.16K		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.
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 (an "earnout") 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 582 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 1,164 shares of Class A common stock in accordance with the Business Combination Agreement.
F5	Pursuant to the Issuer's Bylaws, the Reporting Person is subject to a transfer lock up period until January 19, 2023 (subject to customary exceptions) in respect of the shares of Class A common stock received in accordance with the Business Combination Agreement, including for the avoidance of doubt, the shares of Class A common stock entitled to be received as described in notes 3 and 4 above.
F6	Stock options are fully vested and exercisable.
F7	Stock options originally granted on April 10, 2019, 25% of which vested on the one-year anniversary of the date of grant, and remaining 75% of which vests quarterly in twelve substantially equal installments commencing on the quarterly anniversaries of the date of grant, subject to earlier forfeiture or acceleration.