| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | GETY | Class A common stock | 50M | Jul 22, 2022 | Held by Neuberger Berman Opportunistic Capital Solutions Master Fund LP | F1, F2 | |||||
| holding | GETY | Class A common stock | 21.8M | Jul 22, 2022 | Held by CC Neuberger Principal Holdings II Sponsor LLC | F1, F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | GETY | Warrants to purchase Class A common stock | Jul 22, 2022 | Class A common stock | 3.75M | $11.50 | Held by Neuberger Berman Opportunistic Capital Solutions Master Fund LP | F1, F2 | ||||||
| holding | GETY | Warrants to purchase Class A common stock | Jul 22, 2022 | Class A common stock | 9.28M | $11.50 | Held by CC Neuberger Principal Holdings II Sponsor LLC | F1, F3, F6 | ||||||
| holding | GETY | Series B-1 common stock | Jul 22, 2022 | Class A common stock | 1.28M | Held by CC Neuberger Principal Holdings II Sponsor LLC | F1, F3, F4 | |||||||
| holding | GETY | Series B-2 common stock | Jul 22, 2022 | Class A common stock | 1.28M | Held by CC Neuberger Principal Holdings II Sponsor LLC | F1, F3, F5 |
| Id | Content |
|---|---|
| F1 | These securities were acquired in connection with a Business Combination Agreement, dated December 9, 2021, by and among CC Neuberger Principal Holdings II, Vector Holding, LLC (n/k/a Getty Images Holdings, Inc.) (the "Issuer"), Griffey Global Holdings, Inc. and the other parties thereto (the transactions contemplated thereby, the "Business Combination"). |
| F2 | Neuberger Berman Investment Advisers LLC ("NBIA") serves as investment adviser to Neuberger Berman Opportunistic Capital Solutions Master Fund LP ("Master Fund") and, in such capacity, exercises voting and/or investment power over the shares held directly by Master Fund. Neuberger Berman Investment Advisers Holdings LLC is the holding company of NBIA and a subsidiary of Neuberger Berman Group LLC. Each of the Reporting Persons disclaim beneficial ownership of the securities held by Master Fund except to the extent of its pecuniary interest therein. |
| F3 | CC Neuberger Principal Holdings II Sponsor LLC ("Sponsor") is owned by its two members, one of which is Master Fund. Accordingly, the Reporting Persons share voting and dispositive control over the securities held by Sponsor. The reported securities reflect the pecuniary interest of the Reporting Persons in the securities held by Sponsor. Each of the Reporting Persons disclaim beneficial ownership of the securities held by Sponsor except to the extent of its pecuniary interest therein. |
| F4 | The Series B-1 common stock represent unvested, non-voting interests in the Issuer. Shares of Series B-1 common stock convert automatically into shares of the Issuer's Class A common stock on a one-for-one basis on the first date on which the daily volume weighted average price of the Class A common stock is greater than or equal to $12.50 for a period of at least 20 days out of 30 consecutive days on which shares of Class A common stock are actually traded on the New York Stock Exchange ("NYSE"). Any shares of Series B-1 common stock that have not converted into shares of Class A common stock by the tenth anniversary of the closing of the Business Combination shall be automatically forfeited. |
| F5 | The Series B-2 common stock represent unvested, non-voting interests in the Issuer. Shares of Series B-2 common stock convert automatically into shares of the Issuer's Class A common stock on a one-for-one basis on the first date on which the daily volume weighted average price of the Class A common stock is greater than or equal to $15.00 for a period of at least 20 days out of 30 consecutive days on which shares of Class A common stock are actually traded on NYSE. Any shares of Series B-2 common stock that have not converted into shares of Class A common stock by the tenth anniversary of the closing of the Business Combination shall be automatically forfeited. |
| F6 | Sponsor is subject to a 9.8% conversion blocker on the 18,560,000 total warrants it holds, which operates to prevent Sponsor from currently exercising 17,674,511 warrants because that would result in Sponsor's beneficial ownership exceeding 9.8% (the "Sponsor Blocker"). The Sponsor Blocker is not applicable to Master Fund, including not applicable to any warrants received by Master Fund upon distribution from Sponsor, and so the beneficial ownership reported herein reflects Master Fund's full pecuniary interest in the warrants held by Sponsor (i.e., not limited by the Sponsor Blocker). |