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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Getty Images Holdings, Inc. [ GETY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/29/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A common stock | 08/29/2022 | M(1) | 9,280,000 | A | (1) | 20,535,200(2) | I | By CC NB 2 Sponsor Holdings LLC(3) | ||
Class A common stock | 08/29/2022 | F(4) | 3,502,002 | D | (4) | 17,033,198(2) | I | By CC NB 2 Sponsor Holdings LLC(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrants to purchase Class A common stock | $11.5 | 08/29/2022 | M(1) | 9,280,000 | 08/21/2022 | 07/22/2027 | Class A common stock | 9,280,000 | (1) | 0 | I | By CC NB 2 Sponsor Holdings LLC(3) |
Explanation of Responses: |
1. Reflects the exercise of 9,280,000 warrants to purchase shares of Class A common stock of Getty Images Holdings, Inc. (f/k/a Vector Holding, LLC, the "Issuer") on a cashless basis pursuant to the Warrant Agreement, dated as of August 4, 2020 (the "Warrant Agreement"), by and between CC Neuberger Principal Holdings II ("CCNB") and Continental Stock Transfer & Trust Company (the "CST"), as assumed by the Issuer pursuant to that certain Warrant Assumption Agreement, dated as of July 22, 2022, by and among the Issuer, CCNB, CST and American Stock Transfer & Trust Company, LLC. The number of shares of Class A common stock issuable upon exercise of the warrants was determined in accordance with section 3.3.1(c) of the Warrant Agreement. |
2. The reported amount includes 11,255,200 shares of Class A common stock (the "Sponsor Shares") that are held by CC Neuberger Principal Holdings II Sponsor LLC (the "Sponsor"), which is controlled by an affiliate of the reporting person. The Sponsor Shares reflect the portion of securities held by the Sponsor which are attributed to the reporting person; the reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
3. The reported securities are held by CC NB 2 Sponsor Holdings LLC, which is controlled by the reporting person. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
4. Reflects the shares of Class A common stock "withheld" in connection with the Cashless Exercise. Pursuant to Section 3.3.1(c) of the Warrant Agreement, the price was calculated as the average last reported sale price of the shares for the ten trading days ending on the third trading day prior to the date on which notice of exercise of the private placement warrant was sent to the Warrant Agent. |
/s/ Kjelti Kellough as attorney in fact for Chinh Chu | 08/31/2022 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |