Form 4 for GETY Getty Images Holdings, Inc.
Accepted 2022-08-26 00:00:00 ET · period of report 2022-07-22 · accession 0001104659-22-095248 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2022-08-26 | 2022-08-24+ | GETY | KLEIN JONATHAN D | Dir | M - OptEx | — | +114.8K | 525.5K | +28% | — |
| DM | 2022-08-26 | 2022-08-24+ | GETY | KLEIN JONATHAN D | Dir | M - OptEx | — | +1.55M | 3.67M | +73% | — |
| DI | 2022-08-26 | 2022-07-22 | GETY | KLEIN JONATHAN D | Dir | A - Grant | $0.00 | +410.6K | 410.6K | New | $0 |
| D | 2022-08-26 | 2022-07-22 | GETY | KLEIN JONATHAN D | Dir | A - Grant | $0.00 | +2.12M | 2.12M | New | $0 |
| DM | 2022-08-26 | 2022-07-22 | GETY | KLEIN JONATHAN D | Dir | A - Grant | $0.00 | +1.91M | 1.55M | New | $0 |
| DI | 2022-08-26 | 2022-07-22 | GETY | KLEIN JONATHAN D | Dir | A - Grant | $0.00 | +114.8K | 114.8K | New | $0 |
| DM | 2022-08-26 | 2022-08-24+ | GETY | KLEIN JONATHAN D | Dir | M - OptEx | — | -1.55M | 0 | -100% | — |
| DMI | 2022-08-26 | 2022-08-24+ | GETY | KLEIN JONATHAN D | Dir | M - OptEx | — | -114.8K | 76.6K | -60% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A common stock | 2022-08-24 | M | A | 38,277 | — | 448,908 | I | — | — | (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. (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. |
| 2 | Common | Class A common stock | 2022-08-25 | M | A | 76,555 | — | 525,463 | I | — | — | (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"). (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. (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. |
| 3 | Common | Class A common stock | 2022-08-24 | M | A | 516,312 | — | 2,640,984 | D By Aston Aladmax LLC | — | — | (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. |
| 4 | Common | Class A common stock | 2022-07-22 | A | A | 410,631 | $0.00 | 410,631 | I By Aston Aladmax LLC | — | — | (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. |
| 5 | Common | Class A common stock | 2022-08-25 | M | A | 1,032,624 | — | 3,673,608 | D | — | — | (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"). (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. |
| 6 | Common | Class A common stock | 2022-07-22 | A | A | 2,124,672 | $0.00 | 2,124,672 | D By Aston Aladmax LLC | — | — | |
| 7 | Derivative | Stock Option (Right to Buy) | 2022-07-22 | A | A | 38,270 | $0.00 | 38,270 | D By Aston Aladmax LLC | $2.74 · — to 2029-04-10 | 38,270 Class A common stock | (F7) Stock options are fully vested and exercisable. |
| 8 | Derivative | Stock Option (Right to Buy) | 2022-07-22 | A | A | 319,761 | $0.00 | 319,761 | D By Aston Aladmax LLC | $2.82 · — to 2025-10-16 | 319,761 Class A common stock | (F7) Stock options are fully vested and exercisable. |
| 9 | Derivative | Earnout Shares | 2022-07-22 | A | A | 1,548,936 | $0.00 | 1,548,936 | D By Aston Aladmax LLC | — · — to — | 1,548,936 Class A common stock | (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"). |
| 10 | Derivative | Earnout Shares | 2022-07-22 | A | A | 114,832 | $0.00 | 114,832 | I | — · — to — | 114,832 Class A common stock | (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. (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"). |
| 11 | Derivative | Earnout Shares | 2022-08-24 | M | D | 516,312 | — | 1,032,624 | D | — · — to — | 516,312 Class A common stock | (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. |
| 12 | Derivative | Earnout Shares | 2022-08-25 | M | D | 1,032,624 | — | 0 | D | — · — to — | 1,032,624 Class A common stock | (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"). (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. |
| 13 | Derivative | Earnout Shares | 2022-08-25 | M | D | 76,555 | — | 0 | I | — · — to — | 76,555 Class A common stock | (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"). (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. (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. |
| 14 | Derivative | Earnout Shares | 2022-08-24 | M | D | 38,277 | — | 76,555 | I | — · — to — | 38,277 Class A common stock | (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. (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. |