SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Neuberger Berman Group LLC (Last) (First) (Middle) 1290 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10104 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/22/2022	3. Issuer Name and Ticker or Trading Symbol Getty Images Holdings, Inc. [ GETY ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock	50,000,000(1)	I(2)	Held by Neuberger Berman Opportunistic Capital Solutions Master Fund LP(2)
Class A common stock	21,766,800(1)(3)	I(3)	Held by CC Neuberger Principal Holdings II Sponsor LLC(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants to purchase Class A common stock	08/21/2022	07/22/2027	Class A common stock	3,750,000(1)	11.5	I(2)	Held by Neuberger Berman Opportunistic Capital Solutions Master Fund LP(2)
Warrants to purchase Class A common stock	08/21/2022	07/22/2027	Class A common stock	9,280,000(1)(3)(6)	11.5	I(3)	Held by CC Neuberger Principal Holdings II Sponsor LLC(3)
Series B-1 common stock	(4)	07/22/2032(4)	Class A common stock	1,279,000(1)(3)	(4)	I(3)	Held by CC Neuberger Principal Holdings II Sponsor LLC(3)
Series B-2 common stock	(5)	07/22/2032(5)	Class A common stock	1,279,000(1)(3)	(5)	I(3)	Held by CC Neuberger Principal Holdings II Sponsor LLC(3)

1. Name and Address of Reporting Person* Neuberger Berman Group LLC (Last) (First) (Middle) 1290 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10104 (City) (State) (Zip)

1. Name and Address of Reporting Person* Neuberger Berman Investment Advisers LLC (Last) (First) (Middle) 1290 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10104 (City) (State) (Zip)

1. Name and Address of Reporting Person* Neuberger Berman Investment Advisers Holdings LLC (Last) (First) (Middle) 1290 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10104 (City) (State) (Zip)

Explanation of Responses:

1. 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").

2. 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.

3. 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.

4. 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.

5. 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.

6. 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).

	/s/ Brad Cetron, Deputy General Counsel for Neuberger Berman Group LLC	08/01/2022
	/s/ Brad Cetron, Deputy General Counsel for Neuberger Berman Investment Advisers LLC	08/01/2022
	/s/ Brad Cetron, Deputy General Counsel for Neuberger Berman Investment Advisers Holdings LLC	08/01/2022
	** Signature of Reporting Person	Date
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