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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Neuberger Berman Group LLC

(Last)

(First)

(Middle)

1290 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Getty Images Holdings, Inc. [ GETY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/24/2022

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	08/24/2022		C⁽³⁾		1,279,000	A	⁽³⁾	13,045,800⁽²⁾	I⁽²⁾	Held by CC Neuberger Principal Holdings II Sponsor LLC⁽²⁾
Class A Common Stock	08/25/2022		C⁽⁴⁾		1,279,000	A	⁽⁴⁾	14,324,800⁽²⁾	I⁽²⁾	Held by CC Neuberger Principal Holdings II Sponsor LLC⁽²⁾
Class A Common Stock								60,000,000⁽⁵⁾	I⁽¹⁾	Held by Neuberger Berman Opportunistic Capital Solutions Master Fund LP⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B-1 common stock	⁽³⁾	08/24/2022		C⁽³⁾			1,279,000⁽²⁾	⁽³⁾	07/22/2032	Class A common stock	1,279,000⁽²⁾	$0	0	I⁽²⁾	Held by CC Neuberger Principal Holdings II Sponsor LLC⁽²⁾
Series B-2 common stock	⁽⁴⁾	08/25/2022		C⁽⁴⁾			1,279,000⁽²⁾	⁽⁴⁾	07/22/2032	Class A common stock	1,279,000⁽²⁾	$0	0	I⁽²⁾	Held by CC Neuberger Principal Holdings II Sponsor LLC⁽²⁾
Warrants to purchase Class A common stock	$11.5							08/21/2022	07/22/2027	Class A common stock	13,030,000⁽⁶⁾		13,030,000⁽⁶⁾	I⁽¹⁾	Held by Neuberger Berman Opportunistic Capital Solutions Master Fund LP⁽¹⁾

1. Name and Address of Reporting Person^*

Neuberger Berman Group LLC

(Last)

(First)

(Middle)

1290 AVENUE OF THE AMERICAS

(Street)

NEW YORK

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

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

10104

(City)

(State)

(Zip)

Explanation of Responses:

1. 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.

2. 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.

3. Shares of Series B-1 common stock automatically converted into shares of the Issuer's Class A common stock on a one-for-one basis upon the daily volume weighted average price of the Class A common stock being 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 were traded on the New York Stock Exchange ("NYSE").

4. Shares of Series B-2 common stock automatically converted into shares of the Issuer's Class A common stock on a one-for-one basis upon the daily volume weighted average price of the Class A common stock being 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 were traded on NYSE.

5. This amount includes an additional 10,000,000 shares of Class A common stock that had previously been reported as directly held by Sponsor, which were transferred in kind to Master Fund in a transaction exempt from Section 16 of the Securities Exchange Act of 1934 pursuant to Rule 16a-13 thereunder.

6. This amount includes an additional 9,280,000 warrants that had previously been reported as directly held by Sponsor, which were transferred in kind to Master Fund in a transaction exempt from Section 16 of the Securities Exchange Act of 1934 pursuant to Rule 16a-13 thereunder

	/s/ Brad Cetron, Deputy General Counsel for Neuberger Berman Group LLC	08/26/2022
	/s/ Brad Cetron, Deputy General Counsel for Neuberger Berman Investment Advisers Holdings LLC	08/26/2022
	/s/ Brad Cetron, Deputy General Counsel for Neuberger Berman Investment Advisers LLC	08/26/2022
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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