Sec Form 4 Filing - Koch Icon Investments, LLC @ Getty Images Holdings, Inc. - 2023-05-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Koch Icon Investments, LLC
2. Issuer Name and Ticker or Trading Symbol
Getty Images Holdings, Inc. [ GETY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
4111 E. 37TH STREET NORTH
3. Date of Earliest Transaction (MM/DD/YY)
05/15/2023
(Street)
WICHITA, KS67220
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 05/17/2023 X( 1 )( 2 ) 234,354 ( 2 ) A $ 4.1943 ( 2 ) 80,733,607 D ( 1 ) ( 2 ) ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Forward contract (obligation to purchase) ( 1 ) 05/15/2023( 1 ) J( 1 ) 1 ( 1 ) 05/15/2023( 1 ) 11/27/2023( 1 ) Class A Common Stock 234,354 ( 1 ) ( 1 ) 1 ( 1 ) D ( 3 )
Forward contract (obligation to purchase) $ 4.1943 ( 2 ) 05/17/2023( 2 ) X( 2 ) 1 ( 2 ) 05/15/2023( 1 ) 11/27/2023( 1 ) Class A Common Stock 234,354 ( 1 ) ( 2 ) ( 1 ) 0 ( 2 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Koch Icon Investments, LLC
4111 E. 37TH STREET NORTH
WICHITA, KS67220
X X
KOCH INDUSTRIES INC
4111 E. 37TH STREET NORTH
WICHITA, KS67220
X X
Signatures
Koch Icon Investments, LLC /s/ Raffaele G. Fazio, Assistant Secretary 05/17/2023
Signature of Reporting Person Date
Koch Industries, Inc. /s/ Raffaele G. Fazio, Assistant Secretary 05/17/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 24, 2023, Wood River Capital, LLC ("Wood River"), as nominee for Koch Icon Investments, LLC ("Koch Icon"), entered into a share forward contract providing for the purchase by Wood River of up to 4,000,000 shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of Getty Images Holdings, Inc. (the "Issuer") at a price and number of shares of Class A Common Stock that became fixed following completion of an initial hedging period (the "Hedging Period"). The Hedging Period ended on May 15, 2023, at which point the price was fixed, resulting in Wood River becoming obligated to purchase 234,354 shares of Class A Common Stock (such shares, the "Shares") at a price of $4.1943 per Share.
( 2 )On May 17, 2023, the share forward contract was settled and Wood River, as nominee for Koch Icon, purchased the Shares at a price of $4.1943 per share.
( 3 )The shares of Class A Common Stock are beneficially owned by Koch Icon. Koch Icon is beneficially owned by Koch Equity Development LLC ("Koch Equity"), Koch Equity is beneficially owned by Koch Investments Group, LLC ("KIG"), KIG is beneficially owned by Koch Investments Group Holdings, LLC ("KIGH"), and KIGH is beneficially owned by Koch Industries, Inc. ("Koch Industries"), in each case by means of ownership of all voting equity instruments. Koch Industries, Koch Equity, KIG, and KIGH may be deemed to beneficially own the shares of Class A Common Stock held by Koch Icon by virtue of (i) Koch Industries' beneficial ownership of KIGH, (ii) KIGH's beneficial ownership of KIG, (iii) KIG's beneficial ownership of Koch Equity and (iv) Koch Equity's beneficial ownership of Koch Icon.

Remarks:
Michael Harris and Brett Watson serve on the Issuer's board of directors as designees of Koch Icon and, therefore, each of Koch Icon and Koch Industries may be deemed a "director by deputization" of the Issuer.

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