Sec Form 3 Filing - Neuberger Berman Group LLC @ 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
Neuberger Berman Group 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)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1290 AVENUE OF THE AMERICAS
3. Date of Earliest Transaction (MM/DD/YY)
07/22/2022
(Street)
NEW YORK, NY10104
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 50,000,000( 1 ) I( 2 ) Held by Neuberger Berman Opportunistic Capital Solutions Master Fund LP( 2 )
Class A common stock 21,766,800( 1 )( 3 ) I( 3 ) Held by CC Neuberger Principal Holdings II Sponsor LLC( 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
Warrants to purchase Class A common stock $ 11.5 08/21/2022 07/22/2027 Class A common stock 3,750,000( 1 ) I( 2 ) Held by Neuberger Berman Opportunistic Capital Solutions Master Fund LP( 2 )
Warrants to purchase Class A common stock $ 11.5 08/21/2022 07/22/2027 Class A common stock 9,280,000( 1 )( 3 )( 6 ) I( 3 ) Held by CC Neuberger Principal Holdings II Sponsor LLC( 3 )
Series B-1 common stock ( 4 ) ( 4 ) 07/22/2032( 4 ) Class A common stock 1,279,000( 1 )( 3 ) I( 3 ) Held by CC Neuberger Principal Holdings II Sponsor LLC( 3 )
Series B-2 common stock ( 5 ) ( 5 ) 07/22/2032( 5 ) Class A common stock 1,279,000( 1 )( 3 ) I( 3 ) Held by CC Neuberger Principal Holdings II Sponsor LLC( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Neuberger Berman Group LLC
1290 AVENUE OF THE AMERICAS
NEW YORK, NY10104
X
Neuberger Berman Investment Advisers LLC
1290 AVENUE OF THE AMERICAS
NEW YORK, NY10104
X
Neuberger Berman Investment Advisers Holdings LLC
1290 AVENUE OF THE AMERICAS
NEW YORK, NY10104
X
Signatures
/s/ Brad Cetron, Deputy General Counsel for Neuberger Berman Group LLC 08/01/2022
Signature of Reporting Person Date
/s/ Brad Cetron, Deputy General Counsel for Neuberger Berman Investment Advisers LLC 08/01/2022
Signature of Reporting Person Date
/s/ Brad Cetron, Deputy General Counsel for Neuberger Berman Investment Advisers Holdings LLC 08/01/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities were acquired in connection with a Business Combination Agreement, dated December 9, 2021, by and among CC Neuberger Principal Holdings II, Vector Holding, LLC (n/k/a Getty Images Holdings, Inc.) (the "Issuer"), Griffey Global Holdings, Inc. and the other parties thereto (the transactions contemplated thereby, the "Business Combination").
( 2 )Neuberger Berman Investment Advisers LLC ("NBIA") serves as investment adviser to Neuberger Berman Opportunistic Capital Solutions Master Fund LP ("Master Fund") and, in such capacity, exercises voting and/or investment power over the shares held directly by Master Fund. Neuberger Berman Investment Advisers Holdings LLC is the holding company of NBIA and a subsidiary of Neuberger Berman Group LLC. Each of the Reporting Persons disclaim beneficial ownership of the securities held by Master Fund except to the extent of its pecuniary interest therein.
( 3 )CC Neuberger Principal Holdings II Sponsor LLC ("Sponsor") is owned by its two members, one of which is Master Fund. Accordingly, the Reporting Persons share voting and dispositive control over the securities held by Sponsor. The reported securities reflect the pecuniary interest of the Reporting Persons in the securities held by Sponsor. Each of the Reporting Persons disclaim beneficial ownership of the securities held by Sponsor except to the extent of its pecuniary interest therein.
( 4 )The Series B-1 common stock represent unvested, non-voting interests in the Issuer. Shares of Series B-1 common stock convert automatically into shares of the Issuer's Class A common stock on a one-for-one basis on the first date on which the daily volume weighted average price of the 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 Class A common stock are actually traded on the New York Stock Exchange ("NYSE"). Any shares of Series B-1 common stock that have not converted into shares of Class A common stock by the tenth anniversary of the closing of the Business Combination shall be automatically forfeited.
( 5 )The Series B-2 common stock represent unvested, non-voting interests in the Issuer. Shares of Series B-2 common stock convert automatically into shares of the Issuer's Class A common stock on a one-for-one basis on the first date on which the daily volume weighted average price of the 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 NYSE. Any shares of Series B-2 common stock that have not converted into shares of Class A common stock by the tenth anniversary of the closing of the Business Combination shall be automatically forfeited.
( 6 )Sponsor is subject to a 9.8% conversion blocker on the 18,560,000 total warrants it holds, which operates to prevent Sponsor from currently exercising 17,674,511 warrants because that would result in Sponsor's beneficial ownership exceeding 9.8% (the "Sponsor Blocker"). The Sponsor Blocker is not applicable to Master Fund, including not applicable to any warrants received by Master Fund upon distribution from Sponsor, and so the beneficial ownership reported herein reflects Master Fund's full pecuniary interest in the warrants held by Sponsor (i.e., not limited by the Sponsor Blocker).

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