4//SEC Filing
GETTY MARK 4
Accession 0001104659-22-095249
CIK 0001898496other
Filed
Aug 25, 8:00 PM ET
Accepted
Aug 26, 6:18 PM ET
Size
43.4 KB
Accession
0001104659-22-095249
Insider Transaction Report
Form 4
GETTY MARK
Director10% Owner
Transactions
- Award
Class A common stock
2022-07-22+360,899→ 360,899 total(indirect: By Trust) - Exercise/Conversion
Class A common stock
2022-08-25+1,155,311→ 7,794,004 total - Exercise/Conversion
Class A common stock
2022-08-25+754,407→ 5,089,413 total(indirect: By Trust) - Award
Earnout Shares
2022-07-22+1,732,966→ 1,732,966 total→ Class A common stock (1,732,966 underlying) - Exercise/Conversion
Earnout Shares
2022-08-24−577,655→ 1,155,311 total→ Class A common stock (577,655 underlying) - Award
Class A common stock
2022-07-22+6,061,038→ 6,061,038 total - Exercise/Conversion
Earnout Shares
2022-08-25−1,155,311→ 0 total→ Class A common stock (1,155,311 underlying) - Exercise/Conversion
Class A common stock
2022-08-24+34,395→ 395,294 total(indirect: By Trust) - Award
Earnout Shares
2022-07-22+103,186→ 103,186 total(indirect: By Trust)→ Class A common stock (103,186 underlying) - Exercise/Conversion
Earnout Shares
2022-08-24−377,203→ 754,407 total(indirect: By Trust)→ Class A common stock (377,203 underlying) - Exercise/Conversion
Earnout Shares
2022-08-25−754,407→ 0 total(indirect: By Trust)→ Class A common stock (754,407 underlying) - Award
Class A common stock
2022-07-22+3,957,803→ 3,957,803 total(indirect: By Trust) - Exercise/Conversion
Class A common stock
2022-08-24+577,655→ 6,638,693 total - Exercise/Conversion
Class A common stock
2022-08-24+377,203→ 4,335,006 total(indirect: By Trust) - Exercise/Conversion
Class A common stock
2022-08-25+68,791→ 464,085 total(indirect: By Trust) - Award
Earnout Shares
2022-07-22+1,131,610→ 1,131,610 total(indirect: By Trust)→ Class A common stock (1,131,610 underlying) - Exercise/Conversion
Earnout Shares
2022-08-24−34,395→ 68,791 total(indirect: By Trust)→ Class A common stock (34,395 underlying) - Exercise/Conversion
Earnout Shares
2022-08-25−68,791→ 0 total(indirect: By Trust)→ Class A common stock (68,791 underlying)
Footnotes (7)
- [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.
- [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 (an "earnout") 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, directly and indirectly, an aggregate 989,253 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, directly and indirectly, an aggregate 1,978,509 shares of Class A common stock in accordance with the Business Combination Agreement.
- [F5]Pursuant to the Issuer's Bylaws, the Reporting Person is subject to a transfer lock up period until January 19, 2023 (subject to customary exceptions) in respect of the shares of Class A common stock received in accordance with the Business Combination Agreement, including for the avoidance of doubt, the shares of Class A common stock entitled to be received as described in notes 3 and 4 above.
- [F6]Directly held by The October 1993 Trust, in which the Reporting Person may be deemed to have a beneficial interest. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, if any.
- [F7]Directly held by The Options Settlement, in which the Reporting Person may be deemed to have a beneficial interest. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, if any.
Documents
Issuer
Getty Images Holdings, Inc.
CIK 0001898496
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001070896
Filing Metadata
- Form type
- 4
- Filed
- Aug 25, 8:00 PM ET
- Accepted
- Aug 26, 6:18 PM ET
- Size
- 43.4 KB