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 NY 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)
08/29/2022
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)
Code V Amount (A) or (D) Price
Class A common stock 08/29/2022 X(3) 9,280,000 A $11.5 69,280,000 I(1) Held by Neuberger Berman Opportunistic Capital Solutions Master Fund LP(1)
Class A common stock 08/29/2022 S(3) 3,502,002 D $30.47(4) 65,777,998 I(1) Held by Neuberger Berman Opportunistic Capital Solutions Master Fund LP(1)
Class A common stock 14,324,800(2) I(2) Held by CC Neuberger Principal Holdings II Sponsor LLC(2)
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)
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 X(3) 9,280,000 08/21/2022 07/22/2027 Class A common stock 9,280,000 $0 3,750,000 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 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)
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)
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. The Reporting Persons exercised these warrants on a "cashless" basis, pursuant to the terms of the warrant agreement, resulting in the Issuer withholding 3,502,002 shares of Class A common stock to pay the exercise price and issuing the remaining 5,777,998 shares of Class A common stock to Master Fund.
4. Pursuant to the terms of the warrant agreement, the price for purposes of the cashless exercise was the average last reported sale price of the Class A common stock for the ten trading days ending on the third trading day prior to the date of the warrant exercise notice.
/s/ Brad Cetron, Deputy General Counsel for Neuberger Berman Group LLC 08/31/2022
/s/ Brad Cetron, Deputy General Counsel for Neuberger Berman Investment Advisers Holdings LLC 08/31/2022
/s/ Brad Cetron, Deputy General Counsel for Neuberger Berman Investment Advisers LLC 08/31/2022
** Signature of Reporting Person Date
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