Kjelti Kellough - Jul 22, 2022 Form 4 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
4
Date filed
8/26/2022, 06:18 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 +4.89K $0.00 4.89K Jul 22, 2022 Direct F1, F5
transaction GETY Class A common stock Options Exercise +465 +9.52% 5.35K Aug 24, 2022 Direct F2, F3, F5
transaction GETY Class A common stock Options Exercise +931 +17.4% 6.28K 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 +45.1K $0.00 45.1K Jul 22, 2022 Class A common stock 45.1K $3.13 Direct F1, F6
transaction GETY Stock Option (Right to Buy) Award $0 +40.1K $0.00 40.1K Jul 22, 2022 Class A common stock 40.1K $3.13 Direct F1, F6
transaction GETY Stock Option (Right to Buy) Award $0 +66.3K $0.00 66.3K Jul 22, 2022 Class A common stock 66.3K $2.74 Direct F1, F7
transaction GETY Stock Option (Right to Buy) Award $0 +576K $0.00 576K Jul 22, 2022 Class A common stock 576K $2.74 Direct F1, F8
transaction GETY Earnout Shares Award $0 +1.4K $0.00 1.4K Jul 22, 2022 Class A common stock 1.4K Direct F1, F2
transaction GETY Earnout Shares Options Exercise -465 -33.31% 931 Aug 24, 2022 Class A common stock 465 Direct F1, F2, F3
transaction GETY Earnout Shares Options Exercise -931 -100% 0 Aug 25, 2022 Class A common stock 931 Direct F1, 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 465 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 931 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 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.
F8 Stock options originally granted on July 1, 2019, 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.