Getty Mark - Jul 22, 2022 Form 4 Insider Report for Getty Images Holdings, Inc. (GETY)

Role
Director, 10%+ Owner
Signature
/s/ Kjelti Kellough, as attorney in fact for Mark Getty
Stock symbol
GETY
Transactions as of
Jul 22, 2022
Transactions value $
$0
Form type
4
Date filed
8/26/2022, 06:18 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GETY Class A common stock Award $0 +6.06M $0.00 6.06M Jul 22, 2022 Direct F1, F5
transaction GETY Class A common stock Award $0 +3.96M $0.00 3.96M Jul 22, 2022 By Trust F1, F5, F6
transaction GETY Class A common stock Award $0 +361K $0.00 361K Jul 22, 2022 By Trust F1, F5, F7
transaction GETY Class A common stock Options Exercise +578K +9.53% 6.64M Aug 24, 2022 Direct F2, F3, F5
transaction GETY Class A common stock Options Exercise +1.16M +17.4% 7.79M Aug 25, 2022 Direct F2, F4, F5
transaction GETY Class A common stock Options Exercise +377K +9.53% 4.34M Aug 24, 2022 By Trust F2, F3, F5, F6
transaction GETY Class A common stock Options Exercise +754K +17.4% 5.09M Aug 25, 2022 By Trust F2, F4, F5, F6
transaction GETY Class A common stock Options Exercise +34.4K +9.53% 395K Aug 24, 2022 By Trust F2, F3, F5, F7
transaction GETY Class A common stock Options Exercise +68.8K +17.4% 464K Aug 25, 2022 By Trust F2, F4, F5, F7

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction GETY Earnout Shares Award $0 +1.73M $0.00 1.73M Jul 22, 2022 Class A common stock 1.73M Direct F1, F2
transaction GETY Earnout Shares Award $0 +1.13M $0.00 1.13M Jul 22, 2022 Class A common stock 1.13M By Trust F1, F2, F6
transaction GETY Earnout Shares Award $0 +103K $0.00 103K Jul 22, 2022 Class A common stock 103K By Trust F1, F2, F7
transaction GETY Earnout Shares Options Exercise -578K -33.33% 1.16M Aug 24, 2022 Class A common stock 578K Direct F2, F3
transaction GETY Earnout Shares Options Exercise -1.16M -100% 0 Aug 25, 2022 Class A common stock 1.16M Direct F2, F4
transaction GETY Earnout Shares Options Exercise -377K -33.33% 754K Aug 24, 2022 Class A common stock 377K By Trust F2, F3, F6
transaction GETY Earnout Shares Options Exercise -754K -100% 0 Aug 25, 2022 Class A common stock 754K By Trust F2, F4, F6
transaction GETY Earnout Shares Options Exercise -34.4K -33.33% 68.8K Aug 24, 2022 Class A common stock 34.4K By Trust F2, F3, F7
transaction GETY Earnout Shares Options Exercise -68.8K -100% 0 Aug 25, 2022 Class A common stock 68.8K By Trust F2, F4, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.