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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^*

Koch Icon Investments, LLC

(Last)

(First)

(Middle)

4111 E. 37TH STREET NORTH

(Street)

WICHITA

67220

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2022

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	07/22/2022		A⁽¹⁾⁽²⁾⁽³⁾		65,935,749	A	$0.00	65,935,749	D⁽⁴⁾
Class A Common Stock	08/24/2022		M⁽²⁾⁽³⁾⁽⁵⁾		4,854,502	A	⁽²⁾⁽³⁾⁽⁵⁾	70,790,251	D⁽⁴⁾
Class A Common Stock	08/25/2022		M⁽²⁾⁽³⁾⁽⁶⁾		9,709,003	A	⁽²⁾⁽³⁾⁽⁶⁾	80,499,254	D⁽⁴⁾

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)
Earnout Shares	⁽¹⁾⁽²⁾⁽³⁾	08/24/2022		M⁽²⁾⁽³⁾⁽⁵⁾			4,854,502	⁽²⁾⁽³⁾⁽⁵⁾	⁽²⁾⁽³⁾⁽⁵⁾	Class A Common Stock	4,854,502	⁽²⁾⁽³⁾⁽⁵⁾	9,709,003	D⁽⁴⁾
Earnout Shares	⁽¹⁾⁽²⁾⁽³⁾	08/25/2022		M⁽²⁾⁽³⁾⁽⁶⁾			9,709,003	⁽²⁾⁽³⁾⁽⁶⁾	⁽²⁾⁽³⁾⁽⁶⁾	Class A Common Stock	9,709,003	⁽²⁾⁽³⁾⁽⁶⁾	0	D⁽⁴⁾

1. Name and Address of Reporting Person^*

Koch Icon Investments, LLC

(Last)

(First)

(Middle)

4111 E. 37TH STREET NORTH

(Street)

WICHITA

67220

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

KOCH INDUSTRIES INC

(Last)

(First)

(Middle)

4111 E. 37TH STREET NORTH

(Street)

WICHITA

67220

(City)

(State)

(Zip)

Explanation of Responses:

1. This transaction occurred in connection with the Business Combination Agreement (as defined in note 2) and prior to the effectiveness of the Issuer's (as defined in note 2) 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 and Form 3/A.

2. Pursuant to the Business Combination Agreement, dated as of December 9, 2021, among Getty Images Holdings, Inc. (the "Issuer") and certain other parties (the "Business Combination Agreement"), Koch Icon Investments, LLC ("Koch Icon") has the contingent right to receive, for no additional consideration, a pro rata amount of Class A common stock of the Issuer (the "Class A Common Stock") in each of three earnout periods, if at any time during the 10 year period following July 22, 2022 the volume weighted average price of a Class A Common Stock is greater than or equal to, for any 20 trading days within any 30 consecutive trading day period (an "earnout period"): $12.50 for the first earnout period (the "First Price Triggering Event"); $15.00 for the second earnout period (the "Second Price Triggering Event"); and $17.50 for the third earnout period (the "Third Price Triggering Event") as adjusted pursuant to the Business Combination Agreement (the "earnout right").

3. (Continued from Footnote 2) Each of 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 9,709,003 shares of Class A common stock in accordance with the Business Combination Agreement.

4. Koch Icon is beneficially owned by Koch Equity Development LLC ("Koch Equity"), Koch Equity is beneficially owned by Koch Investments Group, LLC ("KIG"), KIG is beneficially owned by Koch Investments Group Holdings, LLC ("KIGH"), and KIGH is beneficially owned by Koch Industries, Inc. ("Koch Industries"), in each case by means of ownership of all voting equity instruments. Koch Industries, Koch Equity, KIG, and KIGH may be deemed to beneficially own the shares of Class A Common Stock of the Issuer held by Koch Icon by virtue of (i) Koch Industries' beneficial ownership of KIGH, (ii) KIGH's beneficial ownership of KIG, (iii) KIG's beneficial ownership of Koch Equity and (iv) Koch Equity's beneficial ownership of Koch Icon.

5. The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive 4,854,502 shares of Class A common stock in accordance with the Business Combination Agreement.

6. Each of 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 9,709,003 shares of Class A common stock in accordance with the Business Combination Agreement.

Remarks:

	Koch Icon Investments,, LLC /s/ Raffaele G. Fazio, Vice President and Secretary	08/26/2022
	Koch Industries, Inc. /s/ Raffaele G. Fazio, Vice President and Secretary	08/26/2022
	** Signature of Reporting Person	Date
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