4//SEC Filing
GETTY INVESTMENTS LLC 4
Accession 0000950142-22-002604
CIK 0001898496other
Filed
Aug 25, 8:00 PM ET
Accepted
Aug 26, 6:15 PM ET
Size
20.7 KB
Accession
0000950142-22-002604
Insider Transaction Report
Form 4
GETTY INVESTMENTS LLC
Director10% Owner
Transactions
- Award
Earnout Shares
2022-07-22+35,470,099→ 35,470,099 total→ Class A common stock (35,470,099 underlying) - Award
Class A common stock
2022-07-22$10.00/sh+5,000,000$50,000,000→ 5,000,000 total - Exercise/Conversion
Class A common stock
2022-08-24+11,823,366→ 154,379,771 total - Exercise/Conversion
Class A common stock
2022-08-25+23,646,733→ 178,026,504 total - Exercise/Conversion
Earnout Shares
2022-08-24−11,823,366→ 23,646,733 total→ Class A common stock (11,823,366 underlying) - Award
Class A common stock
2022-07-22$10.00/sh+13,500,000$135,000,000→ 18,500,000 total - Award
Class A common stock
2022-07-22+124,056,405→ 142,556,405 total - Exercise/Conversion
Earnout Shares
2022-08-25−23,646,733→ 0 total→ Class A common stock (23,646,733 underlying)
Footnotes (4)
- [F1]This transaction occurred in connection with the Business Combination Agreement (as defined in note 2) and prior to the effectiveness of the Issuer's 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, as amended.
- [F2]Pursuant to the Business Combination Agreement, dated as of December 9, 2021, among the Issuer and certain other parties (the "Business Combination Agreement"), the Reporting Person had the contingent right to receive a pro rata amount of shares of Class A common stock of the Issuer (the "Class A common stock"), if at any time during the 10 year period following July 22, 2022, the volume weighted average price of the Class A common stock was greater than or equal to, for any 20 trading days within any 30 consecutive trading day period: $12.50 for the first earnout (the "First Price Triggering Event"); $15.00 for the second earnout (the "Second Price Triggering Event"); and $17.50 for the third earnout (the "Third Price Triggering Event").
- [F3]The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive an aggregate 11,823,366 shares of Class A common stock in accordance with the Business Combination Agreement.
- [F4]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 23,646,733 shares of Class A common stock in accordance with the Business Combination Agreement.
Documents
Issuer
Getty Images Holdings, Inc.
CIK 0001898496
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001056213
Filing Metadata
- Form type
- 4
- Filed
- Aug 25, 8:00 PM ET
- Accepted
- Aug 26, 6:15 PM ET
- Size
- 20.7 KB