4//SEC Filing
Vaughan Elizabeth Anne 4
Accession 0001104659-22-095247
CIK 0001898496other
Filed
Aug 25, 8:00 PM ET
Accepted
Aug 26, 6:17 PM ET
Size
24.2 KB
Accession
0001104659-22-095247
Insider Transaction Report
Form 4
Vaughan Elizabeth Anne
Chief People Officer
Transactions
- Award
Class A common stock
2022-07-22+6,108→ 6,108 total - Award
Stock Option (Right to Buy)
2022-07-22+61,740→ 61,740 totalExercise: $3.13Exp: 2027-02-26→ Class A common stock (61,740 underlying) - Award
Stock Option (Right to Buy)
2022-07-22+23,529→ 23,529 totalExercise: $3.13Exp: 2027-03-01→ Class A common stock (23,529 underlying) - Exercise/Conversion
Earnout Shares
2022-08-25−1,164→ 0 total→ Class A common stock (1,164 underlying) - Exercise/Conversion
Class A common stock
2022-08-24+582→ 6,690 total - Exercise/Conversion
Class A common stock
2022-08-25+1,164→ 7,854 total - Award
Stock Option (Right to Buy)
2022-07-22+639,523→ 639,523 totalExercise: $2.74Exp: 2029-04-10→ Class A common stock (639,523 underlying) - Exercise/Conversion
Earnout Shares
2022-08-24−582→ 1,164 total→ Class A common stock (582 underlying) - Award
Earnout Shares
2022-07-22+1,746→ 1,746 total→ Class A common stock (1,746 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 582 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 1,164 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]Stock options are fully vested and exercisable.
- [F7]Stock options originally granted on April 10, 2019, 25% of which vested on the one-year anniversary of the date of grant, and remaining 75% of which vests quarterly in twelve substantially equal installments commencing on the quarterly anniversaries of the date of grant, subject to earlier forfeiture or acceleration.
Documents
Issuer
Getty Images Holdings, Inc.
CIK 0001898496
Entity typeother
Related Parties
1- filerCIK 0001938998
Filing Metadata
- Form type
- 4
- Filed
- Aug 25, 8:00 PM ET
- Accepted
- Aug 26, 6:17 PM ET
- Size
- 24.2 KB