Sec Form 4 Filing - KLEIN JONATHAN D @ Getty Images Holdings, Inc. - 2022-07-22

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 KLEIN JONATHAN D 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 07/22/2022 A( 1 )( 5 ) 2,124,672 A $ 0 2,124,672 D Class A common stock 07/22/2022 A( 1 )( 5 ) 410,631 A $ 0 410,631 I( 6 ) By Aston Aladmax LLC Class A common stock 08/24/2022 M( 2 )( 3 )( 5 ) 516,312 A 2,640,984 D Class A common stock 08/25/2022 M( 2 )( 4 )( 5 ) 1,032,624 A 3,673,608 D Class A common stock 08/24/2022 M( 2 )( 3 )( 5 ) 38,277 A 448,908 I( 6 ) By Aston Aladmax LLC Class A common stock 08/25/2022 M( 2 )( 4 )( 5 ) 76,555 A 525,463 I( 6 ) By Aston Aladmax LLC

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 Stock Option (Right to Buy) $ 2.82 07/22/2022 A( 1 ) 319,761 ( 7 ) 10/16/2025 Class A common stock 319,761 $ 0 319,761 D Stock Option (Right to Buy) $ 2.74 07/22/2022 A( 1 ) 38,270 ( 7 ) 04/10/2029 Class A common stock 38,270 $ 0 38,270 D Earnout Shares ( 2 ) 07/22/2022 A( 1 ) 1,548,936 ( 2 ) ( 2 ) Class A common stock 1,548,936 $ 0 1,548,936 D Earnout Shares ( 2 ) 07/22/2022 A( 1 ) 114,832 ( 2 ) ( 2 ) Class A common stock 114,832 $ 0 114,832 I( 6 ) By Aston Aladmax LLC Earnout Shares ( 2 ) 08/24/2022 M( 2 )( 3 ) 516,312 ( 2 )( 3 ) ( 2 )( 3 ) Class A common stock 516,312 ( 2 )( 3 ) 1,032,624 D Earnout Shares ( 2 ) 08/25/2022 M( 2 )( 4 ) 1,032,624 ( 2 )( 4 ) ( 2 )( 4 ) Class A common stock 1,032,624 ( 2 )( 4 ) 0 D Earnout Shares ( 2 ) 08/24/2022 M( 2 )( 3 ) 38,277 ( 2 )( 3 ) ( 2 )( 3 ) Class A common stock 38,277 ( 2 )( 3 ) 76,555 I( 6 ) By Aston Aladmax LLC Earnout Shares ( 2 ) 08/25/2022 M( 2 )( 4 ) 76,555 ( 2 )( 4 ) ( 2 )( 4 ) Class A common stock 76,555 ( 2 )( 4 ) 0 I( 6 ) By Aston Aladmax LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KLEIN JONATHAN D C/O GETTY IMAGES HOLDINGS, INC. 605 5TH AVENUE SOUTH, SUITE 400 SEATTLE, WA98104 X Signatures /s/ Kjelti Kellough, as attorney in fact for Jonathan Klein 08/26/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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"). ( 3 )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 )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. ( 5 )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. ( 6 )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. ( 7 )Stock options are fully vested and exercisable.

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