Sec Form 3 Filing - Chu Chinh @ Getty Images Holdings, Inc. - 2022-07-22

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Chu Chinh
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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O GETTY IMAGES HOLDINGS, INC., 605 5TH AVENUE SOUTH, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
07/22/2022
(Street)
SEATTLE, WA98104
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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( 1 ) 8,697,200 I By CC Neuberger Principal Holdings II Sponsor LLC( 2 )
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
Series B-1 common stock( 1 ) ( 3 ) ( 3 ) ( 3 ) Class A common stock 1,279,000 I By CC Neuberger Principal Holdings II Sponsor LLC( 2 )
Series B-2 common stock( 1 ) ( 4 ) ( 4 ) ( 4 ) Class A common stock 1,279,000 I By CC Neuberger Principal Holdings II Sponsor LLC( 2 )
Warrants to purchase Class A common stock $ 11.5 08/21/2022 07/22/2027 Class A common stock 9,280,000 I By CC Neuberger Principal Holdings II Sponsor LLC( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Chu Chinh
C/O GETTY IMAGES HOLDINGS, INC.
605 5TH AVENUE SOUTH, SUITE 400
SEATTLE, WA98104
X
Signatures
/s/ Kjelti Kellough, as attorney in fact for Chinh Chu 07/22/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities were issued pursuant to the Business Combination Agreement, dated December 9, 2021, by and among CC Neuberger Principal Holdings II, Getty Images Holdings, Inc. (f/k/a Vector Holding, LLC) (the "Issuer"), Griffery Global Holdings, Inc. and the other parties thereto.
( 2 )The reported securities are held by CC Neuberger Principal Holdings II Sponsor LLC (the "Sponsor"), which became controlled by an affiliate of the reporting person in connection with the consummation of the Business Combination. The reported securities reflect the portion of securities held by the Sponsor which are attributed to the reporting person; the reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
( 3 )The Series B-1 common stock represent unvested, non-voting interests in the Issuer. Each share of Series B-1 common stock will vest the first date on which the the daily volume weighted average price of the Issuer's Class A common stock is greater than or equal to $12.50 for a period of at least 20 days out of 30 consecutive days on which shares of the Class A common stock are actually traded on the New York Stock Exchange ("NYSE"). Upon vesting, each share of Series B-1 common stock will convert automatically into one share of Class A common stock.
( 4 )The Series B-2 common stock represent unvested, non-voting interests in the Issuer. Each share of Series B-2 common stock will vest the first date on which the the daily volume weighted average price of the Issuer's Class A common stock is greater than or equal to $15.00 for a period of at least 20 days out of 30 consecutive days on which shares of Class A common stock are actually traded on the NYSE. Upon vesting, each share of Series B-2 common stock will convert automatically into one share of Class A common stock.

Remarks:
Exhibit 24 - Power of Attorney, incorporated herein by reference

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