UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Getty Images Holdings, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
374275105
(CUSIP Number)
William Braverman ESQ
Neuberger Berman Group LLC
1290 Avenue of the Americas
New York, NY 10104
Phone: 212-476-9035
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 20, 2024
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | NAMES OF REPORTING PERSONS | | |
| Neuberger Berman Group LLC | | |
| | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| | (b) | ☒ |
| | |
| 3 | SEC USE ONLY | | |
| | | |
| | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | |
| OO | | |
| | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(E) OR 2(F) | | ☐ |
| | | |
| | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
| Delaware | | |
| | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |
| 0 | | |
| | |
| 8 | SHARED VOTING POWER | | |
| 74,175,262 (1) | | |
| | |
| 9 | SOLE DISPOSITIVE POWER | | |
| 0 | | |
| | |
| 10 | SHARED DISPOSITIVE POWER | | |
| 74,175,262 (1) | | |
| | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
| 74,175,262 (1) | | |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ |
| | | |
| | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
| 18.0% (1) | | |
| | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | |
| HC | | |
| | |
| 1 | NAMES OF REPORTING PERSONS | | |
| Neuberger Berman Investment Advisers Holdings LLC | | |
| | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| | (b) | ☒ |
| | |
| 3 | SEC USE ONLY | | |
| | | |
| | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | |
| OO | | |
| | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(E) OR 2(F) | | ☐ |
| | | |
| | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
| Delaware | | |
| | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |
| 0 | | |
| | |
| 8 | SHARED VOTING POWER | | |
| 74,175,262 (1) | | |
| | |
| 9 | SOLE DISPOSITIVE POWER | | |
| 0 | | |
| | |
| 10 | SHARED DISPOSITIVE POWER | | |
| 74,175,262 (1) | | |
| | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
| 74,175,262 (1) | | |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ |
| | |
| | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
| 18.0% (1) | | |
| | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | |
| HC | | |
| | |
| 1 | NAMES OF REPORTING PERSONS | | |
| Neuberger Berman Investment Advisers LLC | | |
| | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| | (b) | ☒ |
| | |
| 3 | SEC USE ONLY | | |
| | | |
| | |
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | |
| OO | | |
| | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(E) OR 2(F) | | ☐ |
| | | |
| | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
| Delaware | | |
| | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |
| 0 | | |
| | |
| 8 | SHARED VOTING POWER | | |
| 74,175,262 (1) | | |
| | |
| 9 | SOLE DISPOSITIVE POWER | | |
| 0 | | |
| | |
| 10 | SHARED DISPOSITIVE POWER | | |
| 74,175,262 (1) | | |
| | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
| 74,175,262 (1) | | |
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ |
| | |
| | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
| 18.0% (1) | | |
| | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | |
| IA | | |
| | |
| Item 1. | Security and Issuer |
Item 1 of the Schedule 13D is hereby amended and supplemented as follows:
This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) amends and supplements the information set forth in the Schedule 13D filed by the Reporting Persons with the U.S. Securities and Exchange Commission (the “SEC”) on August 1, 2022, as amended and supplemented by Amendment No. 1 filed with the SEC on September 20, 2022 (“Amendment No. 1”) and Amendment No. 2 filed with the SEC on April 26, 2023 (“Amendment No. 2” and, together with the Initial Schedule 13D, Amendment No. 1, Amendment No. 2 and this Amendment No. 3, the “Schedule 13D”), relating to the Class A common stock, par value $0.0001 per share (the “Securities”) of Getty Images Holdings, Inc., a Delaware corporation (the “Issuer”), having its principal place of business at 605 5th Ave S., Suite 400, Seattle, WA 98104. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms previously reported in the Schedule 13D. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D.
| Item 2. | Identity and Background |
Item 2(c) of the Schedule 13D is hereby amended to restate the information required by instruction C to Schedule 13D as follows:
| (c) | The information required by instruction C to Schedule 13D with respect to the directors and executive officers of the Reporting Persons is set forth below. |
Neuberger Berman Group LLC
Directors
Joseph Amato
Sharon Bowen
Robert D’Alelio
Michele Docharty
Steven Kandarian
George Walker
Richard Worley
Executive Officers
George Walker, Chief Executive Officer
Joseph Amato, President
Andrew Komaroff, Executive Vice President and Chief Operating Officer
Heather Zuckerman, Executive Vice President, Chief of Staff and Secretary
William Arnold, Executive Vice President and Chief Financial Officer
Michael Chinni, Treasurer
Leo Anthony Viola, Controller
Neuberger Berman Investment Advisers LLC
Directors
Joseph Amato
Ashok Bhatia
Kenneth deRegt
Douglas Kramer
Stephen Wright
Executive Officers
Joseph Amato, President - Equities and Chief Investment Officer - Equities
Bradley Tank, President - Fixed Income and Chief Investment Officer - Fixed Income
Kenneth deRegt, Chief Operating Officer - Fixed Income and Managing Director
Paul Lanks - Chief Operating Officer - PWM
Douglas Kramer, Head of Institutional Equity and Multi-Asset and Managing Director
Brian Kerrane, Head of Mutual Fund Administration and Managing Director
Brad Cetron, Chief Compliance Officer, Head of Compliance and Managing Director
Michael Chinni, Treasurer
Leo Anthony Viola, Controller
| Item 4. | Purpose of Transaction |
On May 17, 2023, Sponsor made a distribution in kind to NBOKS Master Fund of the remaining 14,324,800 Securities held directly by Sponsor, representing NBOKS Master Fund’s proportionate interest in the total Securities held directly by Sponsor, which distribution solely resulted in a change in form of beneficial ownership for the Reporting Persons.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is hereby amended and supplemented as follows:
| (a) | The aggregate number of Securities to which this Schedule 13D relates is 74,175,262, representing approximately 18.0% of the Securities outstanding, which are held directly by NBOKS Master Fund. |
The percentage of beneficial ownership reported herein is based on an aggregate 411,074,838 Securities outstanding, as set forth in quarterly report on Form 10-Q/A filed by the Issuer on November 12, 2024.
| (b) | The Reporting Persons share with each other voting and dispositive power with respect to the 74,175,262 Securities reported as beneficially owned herein. |
| (c) | On November 20, 2024, NBOKS Master Fund sold 4,100,000 Securities at a price of $2.46 per share, in an off-market private transaction. Other than as set forth herein, no transactions in the Issuer’s securities have been effected by the Reporting Persons during the past 60 days. |
| (d) | NBOKS Master Fund has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Securities reported herein that are managed on its behalf by NBIA. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| | Neuberger Berman Group LLC |
| | | |
| November 22, 2024 | By: | /s/ Brad Cetron |
| | | Managing Director
|
| | | |
| | Neuberger Berman Investment Advisers LLC |
| | | |
| November 22, 2024 | By: | /s/ Brad Cetron |
| | | Managing Director |
| | | |
| | Neuberger Berman Investment Advisers Holdings LLC |
| | | |
| November 22, 2024 | By: | /s/ Brad Cetron |
| | | Managing Director |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Footnotes:
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
