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

Role
Director
Signature
/s/ Kjelti Kellough, as attorney in fact for Jonathan Klein
Issuer symbol
GETY
Transactions as of
22 Jul 2022
Net transactions value
$0
Form type
4
Filing time
26 Aug 2022, 18:17:57 UTC
Previous filing
17 Jun 2022
Next filing
16 Mar 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GETY Class A common stock Award $0 +2,124,672 $0.000000 2,124,672 22 Jul 2022 Direct F1, F5
transaction GETY Class A common stock Award $0 +410,631 $0.000000 410,631 22 Jul 2022 By Aston Aladmax LLC F1, F5, F6
transaction GETY Class A common stock Options Exercise +516,312 +24% 2,640,984 24 Aug 2022 Direct F2, F3, F5
transaction GETY Class A common stock Options Exercise +1,032,624 +39% 3,673,608 25 Aug 2022 Direct F2, F4, F5
transaction GETY Class A common stock Options Exercise +38,277 +9.3% 448,908 24 Aug 2022 By Aston Aladmax LLC F2, F3, F5, F6
transaction GETY Class A common stock Options Exercise +76,555 +17% 525,463 25 Aug 2022 By Aston Aladmax LLC F2, F4, F5, F6

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 Stock Option (Right to Buy) Award $0 +319,761 $0.000000 319,761 22 Jul 2022 Class A common stock 319,761 $2.82 Direct F1, F7
transaction GETY Stock Option (Right to Buy) Award $0 +38,270 $0.000000 38,270 22 Jul 2022 Class A common stock 38,270 $2.74 Direct F1, F7
transaction GETY Earnout Shares Award $0 +1,548,936 $0.000000 1,548,936 22 Jul 2022 Class A common stock 1,548,936 Direct F1, F2
transaction GETY Earnout Shares Award $0 +114,832 $0.000000 114,832 22 Jul 2022 Class A common stock 114,832 By Aston Aladmax LLC F1, F2, F6
transaction GETY Earnout Shares Options Exercise -516,312 -33% 1,032,624 24 Aug 2022 Class A common stock 516,312 Direct F2, F3
transaction GETY Earnout Shares Options Exercise -1,032,624 -100% 0 25 Aug 2022 Class A common stock 1,032,624 Direct F2, F4
transaction GETY Earnout Shares Options Exercise -38,277 -33% 76,555 24 Aug 2022 Class A common stock 38,277 By Aston Aladmax LLC F2, F3, F6
transaction GETY Earnout Shares Options Exercise -76,555 -100% 0 25 Aug 2022 Class A common stock 76,555 By Aston Aladmax LLC F2, F4, F6
* 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 554,589 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 1,109,179 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 Aston Aladmax LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, if any.
F7 Stock options are fully vested and exercisable.