Form 4 for GETY Getty Images Holdings, Inc.
Accepted 2022-08-26 00:00:00 ET · period of report 2022-07-22 · accession 0001104659-22-095250 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2022-08-26 | 2022-08-24+ | GETY | Kellough Kjelti Wilkes | GC | M - OptEx | — | +1,396 | 6,282 | +29% | — |
| D | 2022-08-26 | 2022-07-22 | GETY | Kellough Kjelti Wilkes | GC | A - Grant | $0.00 | +4,886 | 4,886 | New | $0 |
| DM | 2022-08-26 | 2022-08-24+ | GETY | Kellough Kjelti Wilkes | GC | M - OptEx | — | -1,396 | 0 | -100% | — |
| DM | 2022-08-26 | 2022-07-22 | GETY | Kellough Kjelti Wilkes | GC | A - Grant | $0.00 | +728.6K | 1,396 | New | $0 |
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 | 465 | — | 5,351 | 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"). (F3) The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive 465 shares of Class A common stock in accordance with the Business Combination Agreement. |
| 2 | Common | Class A common stock | 2022-08-25 | M | A | 931 | — | 6,282 | 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 an aggregate 931 shares of Class A common stock in accordance with the Business Combination Agreement. |
| 3 | Common | Class A common stock | 2022-07-22 | A | A | 4,886 | $0.00 | 4,886 | D | — | — | |
| 4 | Derivative | Earnout Shares | 2022-08-24 | M | D | 465 | — | 931 | D | — · — to — | 465 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 465 shares of Class A common stock in accordance with the Business Combination Agreement. (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. |
| 5 | Derivative | Earnout Shares | 2022-08-25 | M | D | 931 | — | 0 | D | — · — to — | 931 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 an aggregate 931 shares of Class A common stock in accordance with the Business Combination Agreement. (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. |
| 6 | Derivative | Stock Option (Right to Buy) | 2022-07-22 | A | A | 45,132 | $0.00 | 45,132 | D | $3.13 · — to 2027-02-26 | 45,132 Class A common stock | (F6) Stock options are fully vested and exercisable. |
| 7 | Derivative | Stock Option (Right to Buy) | 2022-07-22 | A | A | 40,136 | $0.00 | 40,136 | D | $3.13 · — to 2027-03-01 | 40,136 Class A common stock | (F6) Stock options are fully vested and exercisable. |
| 8 | Derivative | Stock Option (Right to Buy) | 2022-07-22 | A | A | 66,321 | $0.00 | 66,321 | D | $2.74 · — to 2029-04-10 | 66,321 Class A common stock | (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 vest quarterly in twelve substantially equal installments commencing on the quarterly anniversaries of the one year anniversary of the date of grant, subject to earlier forfeiture or acceleration. |
| 9 | Derivative | Stock Option (Right to Buy) | 2022-07-22 | A | A | 575,571 | $0.00 | 575,571 | D | $2.74 · — to 2029-07-01 | 575,571 Class A common stock | (F8) Stock options originally granted on July 1, 2019, 25% of which vested on the one-year anniversary of the date of grant, and remaining 75% of which vest quarterly in twelve substantially equal installments commencing on the quarterly anniversaries of the one year anniversary of the date of grant, subject to earlier forfeiture or acceleration. |
| 10 | Derivative | Earnout Shares | 2022-07-22 | A | A | 1,396 | $0.00 | 1,396 | D | — · — to — | 1,396 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"). |