Last 12 months
Inside the activity.
0 purchase rows · 33 sale rows
Disclosed non-derivative P/S rows, by transaction month. Includes amendments and private transactions.Monthly counts
| Month | Purchases | Sales |
|---|---|---|
| Nov 2025 | 0 | 0 |
| Dec 2025 | 0 | 14 |
| Jan 2026 | 0 | 0 |
| Feb 2026 | 0 | 0 |
| Mar 2026 | 0 | 13 |
| Apr 2026 | 0 | 0 |
| May 2026 | 0 | 0 |
| Jun 2026 | 0 | 5 |
| Jul 2026 | 0 | 0 |
| Aug 2026 | 0 | 0 |
| Sep 2026 | 0 | 1 |
| Oct 2026 | 0 | 0 |
Latest available
Insider transactions
Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Owner / reported role | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| August 25, 2022 Filed Aug 26, 2022 18:18 UTC |
GETTY MARKDirector · 10% owner
|
Exercise / conversionClass A common stock | 754,407 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-095249 · tm2224576-6_4seq1.xml · nonDerivative · entry 7 GETTY MARK · CIK 0001070896 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · By Trust Disclosed balance after: 5,089,413 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · kind: 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 · kind: 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 1,978,509 shares of Class A common stock in accordance with the Business Combination Agreement. F5 · kind: 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. F2 · price: 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 · price: 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 1,978,509 shares of Class A common stock in accordance with the Business Combination Agreement. F6 · ownership.nature: Directly held by The October 1993 Trust, in which the Reporting Person may be deemed to have a beneficial interest. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, if any. Read SEC document |
| August 25, 2022 Filed Aug 26, 2022 18:18 UTC |
GETTY MARKDirector · 10% owner
|
Exercise / conversionClass A common stock | 1,155,311 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-095249 · tm2224576-6_4seq1.xml · nonDerivative · entry 5 GETTY MARK · CIK 0001070896 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 7,794,004 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · kind: 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 · kind: 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 1,978,509 shares of Class A common stock in accordance with the Business Combination Agreement. F5 · kind: 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. F2 · price: 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 · price: 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 1,978,509 shares of Class A common stock in accordance with the Business Combination Agreement. Read SEC document |
| August 25, 2022 Filed Aug 26, 2022 18:30 UTC |
Koch Icon Investments, LLCDirector · 10% owner
KOCH INDUSTRIES LLCDirector · 10% owner
|
Exercise / conversionEarnout Shares · Derivative | 9,709,003 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-22-029888 · doc4.xml · derivative · entry 5 Koch Icon Investments, LLC · CIK 0001905127 · Director · 10% owner KOCH INDUSTRIES INC · CIK 0000923338 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class A Common Stock · 9,709,003 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: This transaction occurred in connection with the Business Combination Agreement (as defined in note 2) and prior to the effectiveness of the Issuer's (as defined in note 2) 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 and Form 3/A. F2 · derivative.exercise_price: Pursuant to the Business Combination Agreement, dated as of December 9, 2021, among Getty Images Holdings, Inc. (the "Issuer") and certain other parties (the "Business Combination Agreement"), Koch Icon Investments, LLC ("Koch Icon") has the contingent right to receive, for no additional consideration, a pro rata amount of Class A common stock of the Issuer (the "Class A Common Stock") in each of three earnout periods, if at any time during the 10 year period following July 22, 2022 the volume weighted average price of a Class A Common Stock is greater than or equal to, for any 20 trading days within any 30 consecutive trading day period (an "earnout period"): $12.50 for the first earnout period (the "First Price Triggering Event"); $15.00 for the second earnout period (the "Second Price Triggering Event"); and $17.50 for the third earnout period (the "Third Price Triggering Event") as adjusted pursuant to the Business Combination Agreement (the "earnout right"). F3 · derivative.exercise_price: (Continued from Footnote 2) Each of 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 9,709,003 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · kind: Pursuant to the Business Combination Agreement, dated as of December 9, 2021, among Getty Images Holdings, Inc. (the "Issuer") and certain other parties (the "Business Combination Agreement"), Koch Icon Investments, LLC ("Koch Icon") has the contingent right to receive, for no additional consideration, a pro rata amount of Class A common stock of the Issuer (the "Class A Common Stock") in each of three earnout periods, if at any time during the 10 year period following July 22, 2022 the volume weighted average price of a Class A Common Stock is greater than or equal to, for any 20 trading days within any 30 consecutive trading day period (an "earnout period"): $12.50 for the first earnout period (the "First Price Triggering Event"); $15.00 for the second earnout period (the "Second Price Triggering Event"); and $17.50 for the third earnout period (the "Third Price Triggering Event") as adjusted pursuant to the Business Combination Agreement (the "earnout right"). F3 · kind: (Continued from Footnote 2) Each of 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 9,709,003 shares of Class A common stock in accordance with the Business Combination Agreement. F6 · kind: Each of 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 9,709,003 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · price: Pursuant to the Business Combination Agreement, dated as of December 9, 2021, among Getty Images Holdings, Inc. (the "Issuer") and certain other parties (the "Business Combination Agreement"), Koch Icon Investments, LLC ("Koch Icon") has the contingent right to receive, for no additional consideration, a pro rata amount of Class A common stock of the Issuer (the "Class A Common Stock") in each of three earnout periods, if at any time during the 10 year period following July 22, 2022 the volume weighted average price of a Class A Common Stock is greater than or equal to, for any 20 trading days within any 30 consecutive trading day period (an "earnout period"): $12.50 for the first earnout period (the "First Price Triggering Event"); $15.00 for the second earnout period (the "Second Price Triggering Event"); and $17.50 for the third earnout period (the "Third Price Triggering Event") as adjusted pursuant to the Business Combination Agreement (the "earnout right"). F3 · price: (Continued from Footnote 2) Each of 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 9,709,003 shares of Class A common stock in accordance with the Business Combination Agreement. F6 · price: Each of 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 9,709,003 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · derivative.exercise_date: Pursuant to the Business Combination Agreement, dated as of December 9, 2021, among Getty Images Holdings, Inc. (the "Issuer") and certain other parties (the "Business Combination Agreement"), Koch Icon Investments, LLC ("Koch Icon") has the contingent right to receive, for no additional consideration, a pro rata amount of Class A common stock of the Issuer (the "Class A Common Stock") in each of three earnout periods, if at any time during the 10 year period following July 22, 2022 the volume weighted average price of a Class A Common Stock is greater than or equal to, for any 20 trading days within any 30 consecutive trading day period (an "earnout period"): $12.50 for the first earnout period (the "First Price Triggering Event"); $15.00 for the second earnout period (the "Second Price Triggering Event"); and $17.50 for the third earnout period (the "Third Price Triggering Event") as adjusted pursuant to the Business Combination Agreement (the "earnout right"). F3 · derivative.exercise_date: (Continued from Footnote 2) Each of 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 9,709,003 shares of Class A common stock in accordance with the Business Combination Agreement. F6 · derivative.exercise_date: Each of 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 9,709,003 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · derivative.expiration_date: Pursuant to the Business Combination Agreement, dated as of December 9, 2021, among Getty Images Holdings, Inc. (the "Issuer") and certain other parties (the "Business Combination Agreement"), Koch Icon Investments, LLC ("Koch Icon") has the contingent right to receive, for no additional consideration, a pro rata amount of Class A common stock of the Issuer (the "Class A Common Stock") in each of three earnout periods, if at any time during the 10 year period following July 22, 2022 the volume weighted average price of a Class A Common Stock is greater than or equal to, for any 20 trading days within any 30 consecutive trading day period (an "earnout period"): $12.50 for the first earnout period (the "First Price Triggering Event"); $15.00 for the second earnout period (the "Second Price Triggering Event"); and $17.50 for the third earnout period (the "Third Price Triggering Event") as adjusted pursuant to the Business Combination Agreement (the "earnout right"). F3 · derivative.expiration_date: (Continued from Footnote 2) Each of 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 9,709,003 shares of Class A common stock in accordance with the Business Combination Agreement. F6 · derivative.expiration_date: Each of 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 9,709,003 shares of Class A common stock in accordance with the Business Combination Agreement. F4 · ownership.direct: 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 of the Issuer 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. Read SEC document |
| August 25, 2022 Filed Aug 26, 2022 18:30 UTC |
Koch Icon Investments, LLCDirector · 10% owner
KOCH INDUSTRIES LLCDirector · 10% owner
|
Exercise / conversionClass A Common Stock | 9,709,003 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-22-029888 · doc4.xml · nonDerivative · entry 3 Koch Icon Investments, LLC · CIK 0001905127 · Director · 10% owner KOCH INDUSTRIES INC · CIK 0000923338 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 80,499,254 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · kind: Pursuant to the Business Combination Agreement, dated as of December 9, 2021, among Getty Images Holdings, Inc. (the "Issuer") and certain other parties (the "Business Combination Agreement"), Koch Icon Investments, LLC ("Koch Icon") has the contingent right to receive, for no additional consideration, a pro rata amount of Class A common stock of the Issuer (the "Class A Common Stock") in each of three earnout periods, if at any time during the 10 year period following July 22, 2022 the volume weighted average price of a Class A Common Stock is greater than or equal to, for any 20 trading days within any 30 consecutive trading day period (an "earnout period"): $12.50 for the first earnout period (the "First Price Triggering Event"); $15.00 for the second earnout period (the "Second Price Triggering Event"); and $17.50 for the third earnout period (the "Third Price Triggering Event") as adjusted pursuant to the Business Combination Agreement (the "earnout right"). F3 · kind: (Continued from Footnote 2) Each of 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 9,709,003 shares of Class A common stock in accordance with the Business Combination Agreement. F6 · kind: Each of 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 9,709,003 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · price: Pursuant to the Business Combination Agreement, dated as of December 9, 2021, among Getty Images Holdings, Inc. (the "Issuer") and certain other parties (the "Business Combination Agreement"), Koch Icon Investments, LLC ("Koch Icon") has the contingent right to receive, for no additional consideration, a pro rata amount of Class A common stock of the Issuer (the "Class A Common Stock") in each of three earnout periods, if at any time during the 10 year period following July 22, 2022 the volume weighted average price of a Class A Common Stock is greater than or equal to, for any 20 trading days within any 30 consecutive trading day period (an "earnout period"): $12.50 for the first earnout period (the "First Price Triggering Event"); $15.00 for the second earnout period (the "Second Price Triggering Event"); and $17.50 for the third earnout period (the "Third Price Triggering Event") as adjusted pursuant to the Business Combination Agreement (the "earnout right"). F3 · price: (Continued from Footnote 2) Each of 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 9,709,003 shares of Class A common stock in accordance with the Business Combination Agreement. F6 · price: Each of 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 9,709,003 shares of Class A common stock in accordance with the Business Combination Agreement. F4 · ownership.direct: 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 of the Issuer 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. Read SEC document |
| August 25, 2022 Filed Aug 26, 2022 18:17 UTC |
KLEIN JONATHAN DDirector
|
Exercise / conversionEarnout Shares · Derivative | 76,555 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-095248 · tm2224576-5_4seq1.xml · derivative · entry 14 KLEIN JONATHAN D · CIK 0001070890 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · By Aston Aladmax LLC Disclosed balance after: 0 Underlying: Class A common stock · 76,555 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · derivative.exercise_price: 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"). F2 · kind: 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 · kind: 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. F2 · price: 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 · price: 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. F2 · derivative.exercise_date: 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 · derivative.exercise_date: 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. F2 · derivative.expiration_date: 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 · derivative.expiration_date: 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. F6 · ownership.direct: 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. Read SEC document |
| August 25, 2022 Filed Aug 26, 2022 18:17 UTC |
KLEIN JONATHAN DDirector
|
Exercise / conversionEarnout Shares · Derivative | 1,032,624 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-095248 · tm2224576-5_4seq1.xml · derivative · entry 12 KLEIN JONATHAN D · CIK 0001070890 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class A common stock · 1,032,624 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · derivative.exercise_price: 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"). F2 · kind: 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 · kind: 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. F2 · price: 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 · price: 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. F2 · derivative.exercise_date: 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 · derivative.exercise_date: 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. F2 · derivative.expiration_date: 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 · derivative.expiration_date: 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. Read SEC document |
| August 25, 2022 Filed Aug 26, 2022 18:17 UTC |
KLEIN JONATHAN DDirector
|
Exercise / conversionClass A common stock | 76,555 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-095248 · tm2224576-5_4seq1.xml · nonDerivative · entry 6 KLEIN JONATHAN D · CIK 0001070890 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · By Aston Aladmax LLC Disclosed balance after: 525,463 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · kind: 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 · kind: 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. F5 · kind: 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. F2 · price: 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 · price: 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. F6 · ownership.direct: 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. Read SEC document |
| August 25, 2022 Filed Aug 26, 2022 18:17 UTC |
KLEIN JONATHAN DDirector
|
Exercise / conversionClass A common stock | 1,032,624 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-095248 · tm2224576-5_4seq1.xml · nonDerivative · entry 4 KLEIN JONATHAN D · CIK 0001070890 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 3,673,608 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · kind: 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 · kind: 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. F5 · kind: 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. F2 · price: 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 · price: 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. Read SEC document |
| August 25, 2022 Filed Aug 26, 2022 22:15 UTC |
GETTY INVESTMENTS LLCDirector · 10% owner
|
Exercise / conversionEarnout Shares · Derivative | 23,646,733 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000950142-22-002604 · es220282000_4-gety.xml · derivative · entry 8 GETTY INVESTMENTS LLC · CIK 0001056213 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class A common stock · 23,646,733 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · derivative.exercise_price: 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 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"). F2 · kind: 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 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 · kind: 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 23,646,733 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · price: 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 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"). F2 · derivative.exercise_date: 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 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"). F2 · derivative.expiration_date: 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 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"). Read SEC document |
| August 25, 2022 Filed Aug 26, 2022 22:15 UTC |
GETTY INVESTMENTS LLCDirector · 10% owner
|
Exercise / conversionClass A common stock | 23,646,733 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000950142-22-002604 · es220282000_4-gety.xml · nonDerivative · entry 5 GETTY INVESTMENTS LLC · CIK 0001056213 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 178,026,504 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · kind: 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 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 · kind: 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 23,646,733 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · price: 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 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"). Read SEC document |
| August 25, 2022 Filed Aug 26, 2022 18:17 UTC |
Saunders Andrew JamesSenior Vice President
|
Exercise / conversionEarnout Shares · Derivative | 3,492 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-095246 · tm2224576-3_4seq1.xml · derivative · entry 9 Saunders Andrew James · CIK 0001939281 · Senior Vice President 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class A common stock · 3,492 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · derivative.exercise_price: 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"). F2 · kind: 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 · kind: 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 3,492 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · price: 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 · price: 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 3,492 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · derivative.exercise_date: 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 · derivative.exercise_date: 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 3,492 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · derivative.expiration_date: 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 · derivative.expiration_date: 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 3,492 shares of Class A common stock in accordance with the Business Combination Agreement. Read SEC document |
| August 25, 2022 Filed Aug 26, 2022 18:17 UTC |
Saunders Andrew JamesSenior Vice President
|
Exercise / conversionClass A common stock | 3,492 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-095246 · tm2224576-3_4seq1.xml · nonDerivative · entry 3 Saunders Andrew James · CIK 0001939281 · Senior Vice President 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 23,563 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · kind: 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 · kind: 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 3,492 shares of Class A common stock in accordance with the Business Combination Agreement. F5 · kind: 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. F2 · price: 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 · price: 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 3,492 shares of Class A common stock in accordance with the Business Combination Agreement. Read SEC document |
| August 25, 2022 Filed Aug 26, 2022 22:16 UTC |
Peters Craig WarrenDirector · Chief Executive Officer
|
Exercise / conversionEarnout Shares · Derivative | 3,132 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-095245 · tm2224576-2_4seq1.xml · derivative · entry 10 Peters Craig Warren · CIK 0001939000 · Director · Chief Executive Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class A common stock · 3,132 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: 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. F2 · kind: 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 · kind: 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 3,132 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · price: 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 · price: 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 3,132 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · derivative.exercise_date: 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 · derivative.exercise_date: 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 3,132 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · derivative.expiration_date: 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 · derivative.expiration_date: 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 3,132 shares of Class A common stock in accordance with the Business Combination Agreement. Read SEC document |
| August 25, 2022 Filed Aug 26, 2022 22:16 UTC |
Peters Craig WarrenDirector · Chief Executive Officer
|
Exercise / conversionClass A common stock | 3,132 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-095245 · tm2224576-2_4seq1.xml · nonDerivative · entry 3 Peters Craig Warren · CIK 0001939000 · Director · Chief Executive Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 21,130 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · kind: 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 · kind: 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 3,132 shares of Class A common stock in accordance with the Business Combination Agreement. F5 · kind: 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. F2 · price: 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 · price: 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 3,132 shares of Class A common stock in accordance with the Business Combination Agreement. Read SEC document |
| August 25, 2022 Filed Aug 26, 2022 18:17 UTC |
Vaughan Elizabeth AnneChief People Officer
|
Exercise / conversionEarnout Shares · Derivative | 1,164 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-095247 · tm2224576-4_4seq1.xml · derivative · entry 9 Vaughan Elizabeth Anne · CIK 0001938998 · Chief People Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class A common stock · 1,164 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · derivative.exercise_price: 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"). F2 · kind: 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 · kind: 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 1,164 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · price: 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 · price: 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 1,164 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · derivative.exercise_date: 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 · derivative.exercise_date: 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 1,164 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · derivative.expiration_date: 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 · derivative.expiration_date: 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 1,164 shares of Class A common stock in accordance with the Business Combination Agreement. Read SEC document |
| August 25, 2022 Filed Aug 26, 2022 18:17 UTC |
Vaughan Elizabeth AnneChief People Officer
|
Exercise / conversionClass A common stock | 1,164 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-095247 · tm2224576-4_4seq1.xml · nonDerivative · entry 3 Vaughan Elizabeth Anne · CIK 0001938998 · Chief People Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 7,854 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · kind: 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 · kind: 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 1,164 shares of Class A common stock in accordance with the Business Combination Agreement. F5 · kind: 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. F2 · price: 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 · price: 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 1,164 shares of Class A common stock in accordance with the Business Combination Agreement. Read SEC document |
| August 25, 2022 Filed Aug 26, 2022 22:39 UTC |
Chu ChinhDirector
|
ConversionSeries B-2 common stock · Derivative | 1,279,000 | $0.00 | $0.00 |
DisclosureSEC source: 0001104659-22-095261 · tm2224665-2_4.xml · derivative · entry 4 Chu Chinh · CIK 0001306507 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · By CC Neuberger Principal Holdings II Sponsor LLC Disclosed balance after: 0 Underlying: Class A common stock · 1,279,000 shares Expires 2032-07-22 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F4 · derivative.exercise_price: Shares of Series B-2 common stock automatically converted into shares of Class A common stock on a one-for-one basis upon the daily volume weighted average trading price of the Class A common stock exceeding $15.00 per share for 20 days out of 30 consecutive trading days. F4 · kind: Shares of Series B-2 common stock automatically converted into shares of Class A common stock on a one-for-one basis upon the daily volume weighted average trading price of the Class A common stock exceeding $15.00 per share for 20 days out of 30 consecutive trading days. F4 · shares: Shares of Series B-2 common stock automatically converted into shares of Class A common stock on a one-for-one basis upon the daily volume weighted average trading price of the Class A common stock exceeding $15.00 per share for 20 days out of 30 consecutive trading days. F5 · shares: The reported 1,279,000 shares of Series B-1 common stock, 1,279,000 shares of Series B-2 common stock and 9,280,000 Warrants to purchase Class A common stock were acquired by the Reporting Person on July 22, 2022, in a Rule 16b-3 exempt exchange for securities of CC Neuberger SPAC II, pursuant to the Business Combination Agreement, dated December 9, 2021, by and among the Sponsor, the Issuer, Griffey Global Holdings, Inc. and the other parties thereto. F4 · price: Shares of Series B-2 common stock automatically converted into shares of Class A common stock on a one-for-one basis upon the daily volume weighted average trading price of the Class A common stock exceeding $15.00 per share for 20 days out of 30 consecutive trading days. F4 · derivative.exercise_date: Shares of Series B-2 common stock automatically converted into shares of Class A common stock on a one-for-one basis upon the daily volume weighted average trading price of the Class A common stock exceeding $15.00 per share for 20 days out of 30 consecutive trading days. F3 · ownership.nature: The reported securities are held by CC Neuberger Principal Holdings II Sponsor LLC (the "Sponsor"), which is controlled by an affiliate of the reporting person. 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. Read SEC document |
| August 25, 2022 Filed Aug 26, 2022 22:39 UTC |
Chu ChinhDirector
|
ConversionClass A common stock | 1,279,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-095261 · tm2224665-2_4.xml · nonDerivative · entry 2 Chu Chinh · CIK 0001306507 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · By CC Neuberger Principal Holdings II Sponsor LLC Disclosed balance after: 11,255,200 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F4 · kind: Shares of Series B-2 common stock automatically converted into shares of Class A common stock on a one-for-one basis upon the daily volume weighted average trading price of the Class A common stock exceeding $15.00 per share for 20 days out of 30 consecutive trading days. F4 · price: Shares of Series B-2 common stock automatically converted into shares of Class A common stock on a one-for-one basis upon the daily volume weighted average trading price of the Class A common stock exceeding $15.00 per share for 20 days out of 30 consecutive trading days. F3 · ownership.nature: The reported securities are held by CC Neuberger Principal Holdings II Sponsor LLC (the "Sponsor"), which is controlled by an affiliate of the reporting person. 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. Read SEC document |
| August 25, 2022 Filed Aug 26, 2022 22:39 UTC |
QUELLA JAMESDirector
|
ConversionSeries B-2 common stock · Derivative | 4,000 | $0.00 | $0.00 |
DisclosureSEC source: 0001104659-22-095260 · tm2224665-1_4.xml · derivative · entry 4 QUELLA JAMES · CIK 0001314136 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class A common stock · 4,000 shares Expires 2032-07-22 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F3 · derivative.exercise_price: Shares of Series B-2 common stock automatically converted into shares of Class A common stock on a one-for-one basis upon the daily volume weighted average trading price of the Class A common stock exceeding $15.00 per share for 20 days out of 30 consecutive trading days. F3 · kind: Shares of Series B-2 common stock automatically converted into shares of Class A common stock on a one-for-one basis upon the daily volume weighted average trading price of the Class A common stock exceeding $15.00 per share for 20 days out of 30 consecutive trading days. F3 · shares: Shares of Series B-2 common stock automatically converted into shares of Class A common stock on a one-for-one basis upon the daily volume weighted average trading price of the Class A common stock exceeding $15.00 per share for 20 days out of 30 consecutive trading days. F4 · shares: The reported 4,000 shares of Series B-1 common stock and 4,000 shares of Series B-2 common stock were acquired by the Reporting Person on July 22, 2022, in a Rule 16b-3 exempt exchange for securities of CC Neuberger SPAC II, pursuant to the Business Combination Agreement, dated December 9, 2021, by and among the Sponsor, the Issuer, Griffey Global Holdings, Inc. and the other parties thereto. F3 · price: Shares of Series B-2 common stock automatically converted into shares of Class A common stock on a one-for-one basis upon the daily volume weighted average trading price of the Class A common stock exceeding $15.00 per share for 20 days out of 30 consecutive trading days. F3 · derivative.exercise_date: Shares of Series B-2 common stock automatically converted into shares of Class A common stock on a one-for-one basis upon the daily volume weighted average trading price of the Class A common stock exceeding $15.00 per share for 20 days out of 30 consecutive trading days. Read SEC document |
| August 25, 2022 Filed Aug 26, 2022 22:39 UTC |
QUELLA JAMESDirector
|
ConversionClass A common stock | 4,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-095260 · tm2224665-1_4.xml · nonDerivative · entry 2 QUELLA JAMES · CIK 0001314136 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 40,000 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F3 · kind: Shares of Series B-2 common stock automatically converted into shares of Class A common stock on a one-for-one basis upon the daily volume weighted average trading price of the Class A common stock exceeding $15.00 per share for 20 days out of 30 consecutive trading days. F3 · price: Shares of Series B-2 common stock automatically converted into shares of Class A common stock on a one-for-one basis upon the daily volume weighted average trading price of the Class A common stock exceeding $15.00 per share for 20 days out of 30 consecutive trading days. Read SEC document |
| August 25, 2022 Filed Aug 26, 2022 22:18 UTC |
Kellough Kjelti WilkesGeneral Counsel
|
Exercise / conversionEarnout Shares · Derivative | 931 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-095250 · tm2224576-7_4seq1.xml · derivative · entry 10 Kellough Kjelti Wilkes · CIK 0001939097 · General Counsel 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class A common stock · 931 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: 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. F2 · kind: 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 · kind: 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. F2 · price: 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 · price: 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. F2 · derivative.exercise_date: 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 · derivative.exercise_date: 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. F2 · derivative.expiration_date: 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 · derivative.expiration_date: 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. Read SEC document |
| August 25, 2022 Filed Aug 26, 2022 22:18 UTC |
Kellough Kjelti WilkesGeneral Counsel
|
Exercise / conversionClass A common stock | 931 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-095250 · tm2224576-7_4seq1.xml · nonDerivative · entry 3 Kellough Kjelti Wilkes · CIK 0001939097 · General Counsel 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 6,282 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · kind: 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 · kind: 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. F5 · kind: 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. F2 · price: 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 · price: 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. Read SEC document |
| August 25, 2022 Filed Aug 26, 2022 22:15 UTC |
Orlowsky PeterSenior Vice President
|
Exercise / conversionEarnout Shares · Derivative | 582 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-095244 · tm2224576-1_4seq1.xml · derivative · entry 10 Orlowsky Peter · CIK 0001939074 · Senior Vice President 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class A common stock · 582 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: 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. F2 · kind: 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 · kind: 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 582 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · price: 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 · price: 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 582 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · derivative.exercise_date: 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 · derivative.exercise_date: 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 582 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · derivative.expiration_date: 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 · derivative.expiration_date: 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 582 shares of Class A common stock in accordance with the Business Combination Agreement. Read SEC document |
| August 25, 2022 Filed Aug 26, 2022 22:15 UTC |
Orlowsky PeterSenior Vice President
|
Exercise / conversionClass A common stock | 582 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-095244 · tm2224576-1_4seq1.xml · nonDerivative · entry 3 Orlowsky Peter · CIK 0001939074 · Senior Vice President 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 3,927 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · kind: 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 · kind: 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 582 shares of Class A common stock in accordance with the Business Combination Agreement. F5 · kind: 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. F2 · price: 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 · price: 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 582 shares of Class A common stock in accordance with the Business Combination Agreement. Read SEC document |
| August 25, 2022 Filed Aug 26, 2022 20:20 UTC |
NEUBERGER BERMAN GROUP LLC10% owner
|
ConversionSeries B-2 common stock · Derivative | 1,279,000 | $0.00 | $0.00 |
DisclosureSEC source: 0001140361-22-031055 · form4.xml · derivative · entry 5 Neuberger Berman Group LLC · CIK 0001465109 · 10% owner Neuberger Berman Investment Advisers Holdings LLC · CIK 0001845560 · 10% owner Neuberger Berman Investment Advisers LLC · CIK 0001230440 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Held by CC Neuberger Principal Holdings II Sponsor LLC Disclosed balance after: 0 Underlying: Class A common stock · 1,279,000 shares Expires 2032-07-22 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F4 · derivative.exercise_price: Shares of Series B-2 common stock automatically converted into shares of the Issuer's Class A common stock on a one-for-one basis upon the daily volume weighted average price of the Class A common stock being 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 were traded on NYSE. F4 · kind: Shares of Series B-2 common stock automatically converted into shares of the Issuer's Class A common stock on a one-for-one basis upon the daily volume weighted average price of the Class A common stock being 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 were traded on NYSE. F2 · shares: 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. F4 · derivative.exercise_date: Shares of Series B-2 common stock automatically converted into shares of the Issuer's Class A common stock on a one-for-one basis upon the daily volume weighted average price of the Class A common stock being 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 were traded on NYSE. F2 · derivative.underlying_shares: 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. F2 · ownership.direct: 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. F2 · ownership.nature: 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. Read SEC document |
| August 25, 2022 Filed Aug 26, 2022 20:20 UTC |
NEUBERGER BERMAN GROUP LLC10% owner
|
ConversionClass A Common Stock | 1,279,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-22-031055 · form4.xml · nonDerivative · entry 2 Neuberger Berman Group LLC · CIK 0001465109 · 10% owner Neuberger Berman Investment Advisers Holdings LLC · CIK 0001845560 · 10% owner Neuberger Berman Investment Advisers LLC · CIK 0001230440 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Held by CC Neuberger Principal Holdings II Sponsor LLC Disclosed balance after: 14,324,800 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F4 · kind: Shares of Series B-2 common stock automatically converted into shares of the Issuer's Class A common stock on a one-for-one basis upon the daily volume weighted average price of the Class A common stock being 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 were traded on NYSE. F4 · price: Shares of Series B-2 common stock automatically converted into shares of the Issuer's Class A common stock on a one-for-one basis upon the daily volume weighted average price of the Class A common stock being 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 were traded on NYSE. F2 · balance_after: 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. F2 · ownership.direct: 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. F2 · ownership.nature: 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. Read SEC document |
| August 24, 2022 Filed Aug 26, 2022 18:18 UTC |
GETTY MARKDirector · 10% owner
|
Exercise / conversionEarnout Shares · Derivative | 34,395 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-095249 · tm2224576-6_4seq1.xml · derivative · entry 17 GETTY MARK · CIK 0001070896 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · By Trust Disclosed balance after: 68,791 Underlying: Class A common stock · 34,395 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · derivative.exercise_price: 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"). F2 · kind: 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 · kind: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive, directly and indirectly, an aggregate 989,253 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · price: 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 · price: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive, directly and indirectly, an aggregate 989,253 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · derivative.exercise_date: 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 · derivative.exercise_date: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive, directly and indirectly, an aggregate 989,253 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · derivative.expiration_date: 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 · derivative.expiration_date: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive, directly and indirectly, an aggregate 989,253 shares of Class A common stock in accordance with the Business Combination Agreement. F7 · ownership.nature: Directly held by The Options Settlement, in which the Reporting Person may be deemed to have a beneficial interest. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, if any. Read SEC document |
| August 24, 2022 Filed Aug 26, 2022 18:18 UTC |
GETTY MARKDirector · 10% owner
|
Exercise / conversionEarnout Shares · Derivative | 377,203 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-095249 · tm2224576-6_4seq1.xml · derivative · entry 15 GETTY MARK · CIK 0001070896 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · By Trust Disclosed balance after: 754,407 Underlying: Class A common stock · 377,203 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · derivative.exercise_price: 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"). F2 · kind: 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 · kind: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive, directly and indirectly, an aggregate 989,253 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · price: 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 · price: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive, directly and indirectly, an aggregate 989,253 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · derivative.exercise_date: 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 · derivative.exercise_date: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive, directly and indirectly, an aggregate 989,253 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · derivative.expiration_date: 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 · derivative.expiration_date: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive, directly and indirectly, an aggregate 989,253 shares of Class A common stock in accordance with the Business Combination Agreement. F6 · ownership.nature: Directly held by The October 1993 Trust, in which the Reporting Person may be deemed to have a beneficial interest. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, if any. Read SEC document |
| August 24, 2022 Filed Aug 26, 2022 18:18 UTC |
GETTY MARKDirector · 10% owner
|
Exercise / conversionEarnout Shares · Derivative | 577,655 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-095249 · tm2224576-6_4seq1.xml · derivative · entry 13 GETTY MARK · CIK 0001070896 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 1,155,311 Underlying: Class A common stock · 577,655 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · derivative.exercise_price: 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"). F2 · kind: 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 · kind: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive, directly and indirectly, an aggregate 989,253 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · price: 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 · price: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive, directly and indirectly, an aggregate 989,253 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · derivative.exercise_date: 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 · derivative.exercise_date: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive, directly and indirectly, an aggregate 989,253 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · derivative.expiration_date: 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 · derivative.expiration_date: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive, directly and indirectly, an aggregate 989,253 shares of Class A common stock in accordance with the Business Combination Agreement. Read SEC document |
| August 24, 2022 Filed Aug 26, 2022 18:18 UTC |
GETTY MARKDirector · 10% owner
|
Exercise / conversionClass A common stock | 34,395 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-095249 · tm2224576-6_4seq1.xml · nonDerivative · entry 8 GETTY MARK · CIK 0001070896 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · By Trust Disclosed balance after: 395,294 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · kind: 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 · kind: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive, directly and indirectly, an aggregate 989,253 shares of Class A common stock in accordance with the Business Combination Agreement. F5 · kind: 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. F2 · price: 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 · price: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive, directly and indirectly, an aggregate 989,253 shares of Class A common stock in accordance with the Business Combination Agreement. F7 · ownership.nature: Directly held by The Options Settlement, in which the Reporting Person may be deemed to have a beneficial interest. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, if any. Read SEC document |
| August 24, 2022 Filed Aug 26, 2022 18:18 UTC |
GETTY MARKDirector · 10% owner
|
Exercise / conversionClass A common stock | 377,203 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-095249 · tm2224576-6_4seq1.xml · nonDerivative · entry 6 GETTY MARK · CIK 0001070896 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · By Trust Disclosed balance after: 4,335,006 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · kind: 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 · kind: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive, directly and indirectly, an aggregate 989,253 shares of Class A common stock in accordance with the Business Combination Agreement. F5 · kind: 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. F2 · price: 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 · price: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive, directly and indirectly, an aggregate 989,253 shares of Class A common stock in accordance with the Business Combination Agreement. F6 · ownership.nature: Directly held by The October 1993 Trust, in which the Reporting Person may be deemed to have a beneficial interest. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, if any. Read SEC document |
| August 24, 2022 Filed Aug 26, 2022 18:18 UTC |
GETTY MARKDirector · 10% owner
|
Exercise / conversionClass A common stock | 577,655 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-095249 · tm2224576-6_4seq1.xml · nonDerivative · entry 4 GETTY MARK · CIK 0001070896 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 6,638,693 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · kind: 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 · kind: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive, directly and indirectly, an aggregate 989,253 shares of Class A common stock in accordance with the Business Combination Agreement. F5 · kind: 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. F2 · price: 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 · price: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive, directly and indirectly, an aggregate 989,253 shares of Class A common stock in accordance with the Business Combination Agreement. Read SEC document |
| August 24, 2022 Filed Aug 26, 2022 18:30 UTC |
Koch Icon Investments, LLCDirector · 10% owner
KOCH INDUSTRIES LLCDirector · 10% owner
|
Exercise / conversionEarnout Shares · Derivative | 4,854,502 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-22-029888 · doc4.xml · derivative · entry 4 Koch Icon Investments, LLC · CIK 0001905127 · Director · 10% owner KOCH INDUSTRIES INC · CIK 0000923338 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 9,709,003 Underlying: Class A Common Stock · 4,854,502 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: This transaction occurred in connection with the Business Combination Agreement (as defined in note 2) and prior to the effectiveness of the Issuer's (as defined in note 2) 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 and Form 3/A. F2 · derivative.exercise_price: Pursuant to the Business Combination Agreement, dated as of December 9, 2021, among Getty Images Holdings, Inc. (the "Issuer") and certain other parties (the "Business Combination Agreement"), Koch Icon Investments, LLC ("Koch Icon") has the contingent right to receive, for no additional consideration, a pro rata amount of Class A common stock of the Issuer (the "Class A Common Stock") in each of three earnout periods, if at any time during the 10 year period following July 22, 2022 the volume weighted average price of a Class A Common Stock is greater than or equal to, for any 20 trading days within any 30 consecutive trading day period (an "earnout period"): $12.50 for the first earnout period (the "First Price Triggering Event"); $15.00 for the second earnout period (the "Second Price Triggering Event"); and $17.50 for the third earnout period (the "Third Price Triggering Event") as adjusted pursuant to the Business Combination Agreement (the "earnout right"). F3 · derivative.exercise_price: (Continued from Footnote 2) Each of 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 9,709,003 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · kind: Pursuant to the Business Combination Agreement, dated as of December 9, 2021, among Getty Images Holdings, Inc. (the "Issuer") and certain other parties (the "Business Combination Agreement"), Koch Icon Investments, LLC ("Koch Icon") has the contingent right to receive, for no additional consideration, a pro rata amount of Class A common stock of the Issuer (the "Class A Common Stock") in each of three earnout periods, if at any time during the 10 year period following July 22, 2022 the volume weighted average price of a Class A Common Stock is greater than or equal to, for any 20 trading days within any 30 consecutive trading day period (an "earnout period"): $12.50 for the first earnout period (the "First Price Triggering Event"); $15.00 for the second earnout period (the "Second Price Triggering Event"); and $17.50 for the third earnout period (the "Third Price Triggering Event") as adjusted pursuant to the Business Combination Agreement (the "earnout right"). F3 · kind: (Continued from Footnote 2) Each of 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 9,709,003 shares of Class A common stock in accordance with the Business Combination Agreement. F5 · kind: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive 4,854,502 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · price: Pursuant to the Business Combination Agreement, dated as of December 9, 2021, among Getty Images Holdings, Inc. (the "Issuer") and certain other parties (the "Business Combination Agreement"), Koch Icon Investments, LLC ("Koch Icon") has the contingent right to receive, for no additional consideration, a pro rata amount of Class A common stock of the Issuer (the "Class A Common Stock") in each of three earnout periods, if at any time during the 10 year period following July 22, 2022 the volume weighted average price of a Class A Common Stock is greater than or equal to, for any 20 trading days within any 30 consecutive trading day period (an "earnout period"): $12.50 for the first earnout period (the "First Price Triggering Event"); $15.00 for the second earnout period (the "Second Price Triggering Event"); and $17.50 for the third earnout period (the "Third Price Triggering Event") as adjusted pursuant to the Business Combination Agreement (the "earnout right"). F3 · price: (Continued from Footnote 2) Each of 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 9,709,003 shares of Class A common stock in accordance with the Business Combination Agreement. F5 · price: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive 4,854,502 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · derivative.exercise_date: Pursuant to the Business Combination Agreement, dated as of December 9, 2021, among Getty Images Holdings, Inc. (the "Issuer") and certain other parties (the "Business Combination Agreement"), Koch Icon Investments, LLC ("Koch Icon") has the contingent right to receive, for no additional consideration, a pro rata amount of Class A common stock of the Issuer (the "Class A Common Stock") in each of three earnout periods, if at any time during the 10 year period following July 22, 2022 the volume weighted average price of a Class A Common Stock is greater than or equal to, for any 20 trading days within any 30 consecutive trading day period (an "earnout period"): $12.50 for the first earnout period (the "First Price Triggering Event"); $15.00 for the second earnout period (the "Second Price Triggering Event"); and $17.50 for the third earnout period (the "Third Price Triggering Event") as adjusted pursuant to the Business Combination Agreement (the "earnout right"). F3 · derivative.exercise_date: (Continued from Footnote 2) Each of 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 9,709,003 shares of Class A common stock in accordance with the Business Combination Agreement. F5 · derivative.exercise_date: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive 4,854,502 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · derivative.expiration_date: Pursuant to the Business Combination Agreement, dated as of December 9, 2021, among Getty Images Holdings, Inc. (the "Issuer") and certain other parties (the "Business Combination Agreement"), Koch Icon Investments, LLC ("Koch Icon") has the contingent right to receive, for no additional consideration, a pro rata amount of Class A common stock of the Issuer (the "Class A Common Stock") in each of three earnout periods, if at any time during the 10 year period following July 22, 2022 the volume weighted average price of a Class A Common Stock is greater than or equal to, for any 20 trading days within any 30 consecutive trading day period (an "earnout period"): $12.50 for the first earnout period (the "First Price Triggering Event"); $15.00 for the second earnout period (the "Second Price Triggering Event"); and $17.50 for the third earnout period (the "Third Price Triggering Event") as adjusted pursuant to the Business Combination Agreement (the "earnout right"). F3 · derivative.expiration_date: (Continued from Footnote 2) Each of 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 9,709,003 shares of Class A common stock in accordance with the Business Combination Agreement. F5 · derivative.expiration_date: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive 4,854,502 shares of Class A common stock in accordance with the Business Combination Agreement. F4 · ownership.direct: 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 of the Issuer 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. Read SEC document |
| August 24, 2022 Filed Aug 26, 2022 18:30 UTC |
Koch Icon Investments, LLCDirector · 10% owner
KOCH INDUSTRIES LLCDirector · 10% owner
|
Exercise / conversionClass A Common Stock | 4,854,502 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-22-029888 · doc4.xml · nonDerivative · entry 2 Koch Icon Investments, LLC · CIK 0001905127 · Director · 10% owner KOCH INDUSTRIES INC · CIK 0000923338 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 70,790,251 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · kind: Pursuant to the Business Combination Agreement, dated as of December 9, 2021, among Getty Images Holdings, Inc. (the "Issuer") and certain other parties (the "Business Combination Agreement"), Koch Icon Investments, LLC ("Koch Icon") has the contingent right to receive, for no additional consideration, a pro rata amount of Class A common stock of the Issuer (the "Class A Common Stock") in each of three earnout periods, if at any time during the 10 year period following July 22, 2022 the volume weighted average price of a Class A Common Stock is greater than or equal to, for any 20 trading days within any 30 consecutive trading day period (an "earnout period"): $12.50 for the first earnout period (the "First Price Triggering Event"); $15.00 for the second earnout period (the "Second Price Triggering Event"); and $17.50 for the third earnout period (the "Third Price Triggering Event") as adjusted pursuant to the Business Combination Agreement (the "earnout right"). F3 · kind: (Continued from Footnote 2) Each of 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 9,709,003 shares of Class A common stock in accordance with the Business Combination Agreement. F5 · kind: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive 4,854,502 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · price: Pursuant to the Business Combination Agreement, dated as of December 9, 2021, among Getty Images Holdings, Inc. (the "Issuer") and certain other parties (the "Business Combination Agreement"), Koch Icon Investments, LLC ("Koch Icon") has the contingent right to receive, for no additional consideration, a pro rata amount of Class A common stock of the Issuer (the "Class A Common Stock") in each of three earnout periods, if at any time during the 10 year period following July 22, 2022 the volume weighted average price of a Class A Common Stock is greater than or equal to, for any 20 trading days within any 30 consecutive trading day period (an "earnout period"): $12.50 for the first earnout period (the "First Price Triggering Event"); $15.00 for the second earnout period (the "Second Price Triggering Event"); and $17.50 for the third earnout period (the "Third Price Triggering Event") as adjusted pursuant to the Business Combination Agreement (the "earnout right"). F3 · price: (Continued from Footnote 2) Each of 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 9,709,003 shares of Class A common stock in accordance with the Business Combination Agreement. F5 · price: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive 4,854,502 shares of Class A common stock in accordance with the Business Combination Agreement. F4 · ownership.direct: 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 of the Issuer 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. Read SEC document |
| August 24, 2022 Filed Aug 26, 2022 18:17 UTC |
KLEIN JONATHAN DDirector
|
Exercise / conversionEarnout Shares · Derivative | 38,277 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-095248 · tm2224576-5_4seq1.xml · derivative · entry 13 KLEIN JONATHAN D · CIK 0001070890 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · By Aston Aladmax LLC Disclosed balance after: 76,555 Underlying: Class A common stock · 38,277 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · derivative.exercise_price: 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"). F2 · kind: 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 · kind: 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. F2 · price: 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 · price: 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. F2 · derivative.exercise_date: 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 · derivative.exercise_date: 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. F2 · derivative.expiration_date: 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 · derivative.expiration_date: 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. F6 · ownership.direct: 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. Read SEC document |
| August 24, 2022 Filed Aug 26, 2022 18:17 UTC |
KLEIN JONATHAN DDirector
|
Exercise / conversionEarnout Shares · Derivative | 516,312 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-095248 · tm2224576-5_4seq1.xml · derivative · entry 11 KLEIN JONATHAN D · CIK 0001070890 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 1,032,624 Underlying: Class A common stock · 516,312 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · derivative.exercise_price: 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"). F2 · kind: 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 · kind: 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. F2 · price: 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 · price: 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. F2 · derivative.exercise_date: 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 · derivative.exercise_date: 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. F2 · derivative.expiration_date: 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 · derivative.expiration_date: 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. Read SEC document |
| August 24, 2022 Filed Aug 26, 2022 18:17 UTC |
KLEIN JONATHAN DDirector
|
Exercise / conversionClass A common stock | 38,277 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-095248 · tm2224576-5_4seq1.xml · nonDerivative · entry 5 KLEIN JONATHAN D · CIK 0001070890 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · By Aston Aladmax LLC Disclosed balance after: 448,908 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · kind: 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 · kind: 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. F5 · kind: 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. F2 · price: 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 · price: 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. F6 · ownership.direct: 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. Read SEC document |
| August 24, 2022 Filed Aug 26, 2022 18:17 UTC |
KLEIN JONATHAN DDirector
|
Exercise / conversionClass A common stock | 516,312 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-095248 · tm2224576-5_4seq1.xml · nonDerivative · entry 3 KLEIN JONATHAN D · CIK 0001070890 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 2,640,984 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · kind: 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 · kind: 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. F5 · kind: 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. F2 · price: 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 · price: 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. Read SEC document |
| August 24, 2022 Filed Aug 26, 2022 22:15 UTC |
GETTY INVESTMENTS LLCDirector · 10% owner
|
Exercise / conversionEarnout Shares · Derivative | 11,823,366 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000950142-22-002604 · es220282000_4-gety.xml · derivative · entry 7 GETTY INVESTMENTS LLC · CIK 0001056213 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 23,646,733 Underlying: Class A common stock · 11,823,366 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · derivative.exercise_price: 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 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"). F2 · kind: 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 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 · kind: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive an aggregate 11,823,366 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · price: 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 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"). F2 · derivative.exercise_date: 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 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"). F2 · derivative.expiration_date: 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 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"). Read SEC document |
| August 24, 2022 Filed Aug 26, 2022 22:15 UTC |
GETTY INVESTMENTS LLCDirector · 10% owner
|
Exercise / conversionClass A common stock | 11,823,366 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000950142-22-002604 · es220282000_4-gety.xml · nonDerivative · entry 4 GETTY INVESTMENTS LLC · CIK 0001056213 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 154,379,771 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · kind: 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 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 · kind: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive an aggregate 11,823,366 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · price: 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 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"). Read SEC document |
| August 24, 2022 Filed Aug 26, 2022 18:17 UTC |
Saunders Andrew JamesSenior Vice President
|
Exercise / conversionEarnout Shares · Derivative | 1,746 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-095246 · tm2224576-3_4seq1.xml · derivative · entry 8 Saunders Andrew James · CIK 0001939281 · Senior Vice President 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 3,492 Underlying: Class A common stock · 1,746 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · derivative.exercise_price: 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"). F2 · kind: 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 · kind: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive 1,746 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · price: 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 · price: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive 1,746 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · derivative.exercise_date: 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 · derivative.exercise_date: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive 1,746 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · derivative.expiration_date: 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 · derivative.expiration_date: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive 1,746 shares of Class A common stock in accordance with the Business Combination Agreement. Read SEC document |
| August 24, 2022 Filed Aug 26, 2022 18:17 UTC |
Saunders Andrew JamesSenior Vice President
|
Exercise / conversionClass A common stock | 1,746 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-095246 · tm2224576-3_4seq1.xml · nonDerivative · entry 2 Saunders Andrew James · CIK 0001939281 · Senior Vice President 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 20,071 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · kind: 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 · kind: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive 1,746 shares of Class A common stock in accordance with the Business Combination Agreement. F5 · kind: 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. F2 · price: 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 · price: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive 1,746 shares of Class A common stock in accordance with the Business Combination Agreement. Read SEC document |
| August 24, 2022 Filed Aug 26, 2022 22:16 UTC |
Peters Craig WarrenDirector · Chief Executive Officer
|
Exercise / conversionEarnout Shares · Derivative | 1,566 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-095245 · tm2224576-2_4seq1.xml · derivative · entry 9 Peters Craig Warren · CIK 0001939000 · Director · Chief Executive Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 3,132 Underlying: Class A common stock · 1,566 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: 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. F2 · kind: 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 · kind: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive 1,566 shares of Class A common stock in accordance with the Business Combination Agreement F2 · price: 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 · price: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive 1,566 shares of Class A common stock in accordance with the Business Combination Agreement F2 · derivative.exercise_date: 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 · derivative.exercise_date: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive 1,566 shares of Class A common stock in accordance with the Business Combination Agreement F2 · derivative.expiration_date: 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 · derivative.expiration_date: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive 1,566 shares of Class A common stock in accordance with the Business Combination Agreement Read SEC document |
| August 24, 2022 Filed Aug 26, 2022 22:16 UTC |
Peters Craig WarrenDirector · Chief Executive Officer
|
Exercise / conversionClass A common stock | 1,566 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-095245 · tm2224576-2_4seq1.xml · nonDerivative · entry 2 Peters Craig Warren · CIK 0001939000 · Director · Chief Executive Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 17,998 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · kind: 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 · kind: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive 1,566 shares of Class A common stock in accordance with the Business Combination Agreement F5 · kind: 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. F2 · price: 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 · price: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive 1,566 shares of Class A common stock in accordance with the Business Combination Agreement Read SEC document |
| August 24, 2022 Filed Aug 26, 2022 18:17 UTC |
Vaughan Elizabeth AnneChief People Officer
|
Exercise / conversionEarnout Shares · Derivative | 582 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-095247 · tm2224576-4_4seq1.xml · derivative · entry 8 Vaughan Elizabeth Anne · CIK 0001938998 · Chief People Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 1,164 Underlying: Class A common stock · 582 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · derivative.exercise_price: 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"). F2 · kind: 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 · kind: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive 582 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · price: 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 · price: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive 582 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · derivative.exercise_date: 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 · derivative.exercise_date: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive 582 shares of Class A common stock in accordance with the Business Combination Agreement. F2 · derivative.expiration_date: 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 · derivative.expiration_date: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive 582 shares of Class A common stock in accordance with the Business Combination Agreement. Read SEC document |
| August 24, 2022 Filed Aug 26, 2022 18:17 UTC |
Vaughan Elizabeth AnneChief People Officer
|
Exercise / conversionClass A common stock | 582 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-095247 · tm2224576-4_4seq1.xml · nonDerivative · entry 2 Vaughan Elizabeth Anne · CIK 0001938998 · Chief People Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 6,690 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · kind: 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 · kind: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive 582 shares of Class A common stock in accordance with the Business Combination Agreement. F5 · kind: 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. F2 · price: 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 · price: The First Price Triggering Event occurred on August 24, 2022, upon which the Reporting Person became entitled to receive 582 shares of Class A common stock in accordance with the Business Combination Agreement. Read SEC document |
| August 24, 2022 Filed Aug 26, 2022 22:39 UTC |
Chu ChinhDirector
|
ConversionSeries B-1 common stock · Derivative | 1,279,000 | $0.00 | $0.00 |
DisclosureSEC source: 0001104659-22-095261 · tm2224665-2_4.xml · derivative · entry 3 Chu Chinh · CIK 0001306507 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · By CC Neuberger Principal Holdings II Sponsor LLC Disclosed balance after: 0 Underlying: Class A common stock · 1,279,000 shares Expires 2032-07-22 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: Shares of Series B-1 common stock automatically converted into shares of Class A common stock on a one-for-one basis upon the daily volume weighted average trading price of the Class A common stock exceeding $12.50 per share for 20 days out of 30 consecutive trading days. F1 · kind: Shares of Series B-1 common stock automatically converted into shares of Class A common stock on a one-for-one basis upon the daily volume weighted average trading price of the Class A common stock exceeding $12.50 per share for 20 days out of 30 consecutive trading days. F1 · shares: Shares of Series B-1 common stock automatically converted into shares of Class A common stock on a one-for-one basis upon the daily volume weighted average trading price of the Class A common stock exceeding $12.50 per share for 20 days out of 30 consecutive trading days. F5 · shares: The reported 1,279,000 shares of Series B-1 common stock, 1,279,000 shares of Series B-2 common stock and 9,280,000 Warrants to purchase Class A common stock were acquired by the Reporting Person on July 22, 2022, in a Rule 16b-3 exempt exchange for securities of CC Neuberger SPAC II, pursuant to the Business Combination Agreement, dated December 9, 2021, by and among the Sponsor, the Issuer, Griffey Global Holdings, Inc. and the other parties thereto. F1 · price: Shares of Series B-1 common stock automatically converted into shares of Class A common stock on a one-for-one basis upon the daily volume weighted average trading price of the Class A common stock exceeding $12.50 per share for 20 days out of 30 consecutive trading days. F1 · derivative.exercise_date: Shares of Series B-1 common stock automatically converted into shares of Class A common stock on a one-for-one basis upon the daily volume weighted average trading price of the Class A common stock exceeding $12.50 per share for 20 days out of 30 consecutive trading days. F3 · ownership.nature: The reported securities are held by CC Neuberger Principal Holdings II Sponsor LLC (the "Sponsor"), which is controlled by an affiliate of the reporting person. 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. Read SEC document |
| August 24, 2022 Filed Aug 26, 2022 22:39 UTC |
Chu ChinhDirector
|
ConversionClass A common stock | 1,279,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-095261 · tm2224665-2_4.xml · nonDerivative · entry 1 Chu Chinh · CIK 0001306507 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · By CC Neuberger Principal Holdings II Sponsor LLC Disclosed balance after: 9,976,200 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · kind: Shares of Series B-1 common stock automatically converted into shares of Class A common stock on a one-for-one basis upon the daily volume weighted average trading price of the Class A common stock exceeding $12.50 per share for 20 days out of 30 consecutive trading days. F1 · price: Shares of Series B-1 common stock automatically converted into shares of Class A common stock on a one-for-one basis upon the daily volume weighted average trading price of the Class A common stock exceeding $12.50 per share for 20 days out of 30 consecutive trading days. F2 · balance_after: The reported amount includes 8,697,200 shares of Class A common stock that were acquired by the Reporting Person on July 22, 2022, in a Rule 16b-3 exempt exchange for securities of CC Neuberger Principal Holdings II ("CC Neuberger SPAC II"), pursuant to the Business Combination Agreement, dated December 9, 2021, by and among the Sponsor, the Issuer, Griffey Global Holdings, Inc. and the other parties thereto. F3 · ownership.nature: The reported securities are held by CC Neuberger Principal Holdings II Sponsor LLC (the "Sponsor"), which is controlled by an affiliate of the reporting person. 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. Read SEC document |
| August 24, 2022 Filed Aug 26, 2022 22:39 UTC |
QUELLA JAMESDirector
|
ConversionSeries B-1 common stock · Derivative | 4,000 | $0.00 | $0.00 |
DisclosureSEC source: 0001104659-22-095260 · tm2224665-1_4.xml · derivative · entry 3 QUELLA JAMES · CIK 0001314136 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class A common stock · 4,000 shares Expires 2032-07-22 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: Shares of Series B-1 common stock automatically converted into shares of Class A common stock on a one-for-one basis upon the daily volume weighted average trading price of the Class A common stock exceeding $12.50 per share for 20 days out of 30 consecutive trading days. F1 · kind: Shares of Series B-1 common stock automatically converted into shares of Class A common stock on a one-for-one basis upon the daily volume weighted average trading price of the Class A common stock exceeding $12.50 per share for 20 days out of 30 consecutive trading days. F1 · shares: Shares of Series B-1 common stock automatically converted into shares of Class A common stock on a one-for-one basis upon the daily volume weighted average trading price of the Class A common stock exceeding $12.50 per share for 20 days out of 30 consecutive trading days. F4 · shares: The reported 4,000 shares of Series B-1 common stock and 4,000 shares of Series B-2 common stock were acquired by the Reporting Person on July 22, 2022, in a Rule 16b-3 exempt exchange for securities of CC Neuberger SPAC II, pursuant to the Business Combination Agreement, dated December 9, 2021, by and among the Sponsor, the Issuer, Griffey Global Holdings, Inc. and the other parties thereto. F1 · price: Shares of Series B-1 common stock automatically converted into shares of Class A common stock on a one-for-one basis upon the daily volume weighted average trading price of the Class A common stock exceeding $12.50 per share for 20 days out of 30 consecutive trading days. F1 · derivative.exercise_date: Shares of Series B-1 common stock automatically converted into shares of Class A common stock on a one-for-one basis upon the daily volume weighted average trading price of the Class A common stock exceeding $12.50 per share for 20 days out of 30 consecutive trading days. Read SEC document |
| August 24, 2022 Filed Aug 26, 2022 22:39 UTC |
QUELLA JAMESDirector
|
ConversionClass A common stock | 4,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-095260 · tm2224665-1_4.xml · nonDerivative · entry 1 QUELLA JAMES · CIK 0001314136 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 36,000 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · kind: Shares of Series B-1 common stock automatically converted into shares of Class A common stock on a one-for-one basis upon the daily volume weighted average trading price of the Class A common stock exceeding $12.50 per share for 20 days out of 30 consecutive trading days. F1 · price: Shares of Series B-1 common stock automatically converted into shares of Class A common stock on a one-for-one basis upon the daily volume weighted average trading price of the Class A common stock exceeding $12.50 per share for 20 days out of 30 consecutive trading days. F2 · balance_after: The reported amount includes 32,000 shares of Class A common stock that were acquired by the Reporting Person on July 22, 2022, in a Rule 16b-3 exempt exchange for securities of CC Neuberger Principal Holdings II ("CC Neuberger SPAC II"), pursuant to the Business Combination Agreement, dated December 9, 2021, by and among the Sponsor, the Issuer, Griffey Global Holdings, Inc. and the other parties thereto. Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.