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

 

 

 

SCHEDULE 13G

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

Amendment No. 1*

 

 

 

Getty Images Holdings, Inc.
(Name of Issuer)

 

Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)

 

374275105
(CUSIP Number)

 

December 31, 2022
(Date of Event Which Requires Filing of this Statement)

 

 

 

Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:

 

¨Rule 13d-1(b)

 

¨Rule 13d-1(c)

 

xRule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

1. Names of Reporting Persons
  CC Neuberger Principal Holdings II Sponsor LLC
2. Check The Appropriate Box if a Member of a Group (See Instructions)
  (a) ¨            (b) ¨
3. SEC Use Only
4. Citizenship or Place of Organization
  Delaware

Number of
Shares
Beneficially
Owned
By Each
Reporting Person
With
5. Sole Voting Power
  0(1)
6. Shared Voting Power
  0(1)
7. Sole Dispositive Power
  0(1)
8. Shared Dispositive Power
  0(1)

9. Aggregate Amount Beneficially Owned by Each Reporting Person
  0(1)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares                 ¨
11. Percent of Class Represented By Amount in Row (9)
  0%(1)
12. Type of Reporting Person (See Instructions)
  OO

 

(1)            The Reporting Person’s beneficial ownership decreased below five percent as a result of a pro rata distribution to its members for no consideration.

 

 

 

 

Item 1(a). Name of Issuer
   
  Getty Images Holdings, Inc. (the “Issuer”)
   
Item 1(b). Address of the Issuer’s Principal Executive Offices
   
 

605 5th Avenue S., Suite 400

Seattle, WA, 98104

   
Item 2(a). Names of Persons Filing
   
  This statement is filed on behalf of CC Neuberger Principal Holdings II Sponsor LLC (the “Reporting Person”).
   
Item 2(b). Address of the Principal Business Office, or if none, Residence:
   
  200 Park Avenue, 58th Floor
New York, New York 10166
   
Item 2(c). Citizenship
   
  See response to Item 4 on the cover page.
   
Item 2(d). Title of Class of Securities
   
  Class A Common Stock, par value $0.0001 per share
   
Item 2(e). CUSIP Number
   
  374275105
   
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):
   
  Not Applicable.

 

Item 4. Ownership

 

  (a) Amount beneficially owned:
    See response to Item 9 on the cover page.
   
  (b) Percent of Class:
    See response to Item 11 on the cover page.
     
  (c) Number of shares as to which the Reporting Person has:

 

  (i) Sole power to vote or to direct the vote:
    See response to Item 5 on the cover page.
     
  (ii) Shared power to vote or to direct the vote:
    See response to Item 6 on the cover page.
     
  (iii) Sole power to dispose or to direct the disposition of:
    See response to Item 7 on the cover page.
     
  (iv) Shared power to dispose or to direct the disposition of:
    See response to Item 8 on the cover page.    

 

 

 

 

Item 5. Ownership of Five Percent or Less of a Class
   
  If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x
   
Item 6. Ownership of More than Five Percent on Behalf of Another Person
   
  Not Applicable.
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
   
  Not Applicable.
   
Item 8. Identification and Classification of Members of the Group
   
  Not Applicable.
   
Item 9. Notice of Dissolution of Group
   
  Not Applicable.
   
Item 10. Certification
   
  Not Applicable.

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

 

Dated: October 11, 2023

 

  CC NEUBERGER PRINCIPAL HOLDINGS II SPONSOR LLC
   
  By: /s/ Matthew Skurbe
  Name: Matthew Skurbe
  Title: Authorized Signatory