Sec Form 13D Filing - Koch Icon Investments, LLC filing for Getty Images Holdings, Inc. (GETY) - 2025-01-08

Item 2(b) of the Initial Schedule 13D is amended and restated as follows: The addresses of the principal office and principal business of each Reporting Person is 4111 Easat 37th Street North, Wichita, Kansas 67220. The business address for each of the directors, managers and executive officers listed on Schedule A is c/o Koch, Inc., 4111 East 37th Street North, Wichita, Kansas 67220.

Item 2(c) of the Initial Schedule 13D is amended and restated as follows: Koch Icon is principally engaged in the business of investing in other companies. Koch Equity is principally engaged in the business of investing in and acquiring other companies. KIG is principally engaged as a holding company for Koch Equity. KIGH is principally engaged as a holding company for KIG. KCLLC is principally engaged as a holding company for KIGH. Koch, Inc. owns a diverse group of companies involved in refining, chemicals and biofuels; forest and consumer products; fertilizers; polymers and fibers; process and pollution control systems; electronics, software and data analytics; minerals; glass; automotive components; commodity trading; and investments.Set forth on Schedule A is the present principal occupation or employment of each of the directors, managers and executive officers of each Reporting Person as of the date hereof. The name and address of any corporation or other organization in which each such director's, manager's or executive officer's employment is conducted is c/o Koch, Inc., 4111 East 37th Street North, Wichita, Kansas 67220.

Item 2(d) of the Initial Schedule 13D is amended and restated as follows: During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A to the Schedule 13D, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

Item 2(e) of the Initial Schedule 13D is amended and restated as follows: During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A to the Schedule 13D, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

Item 2(f) of the Initial Schedule 13D is amended and restated as follows: Each of Koch Icon, Koch Equity, KIG, KIGH, and KCLLC is a Delaware limited liability company. Koch, Inc. is a privately-held Kansas corporation. All of the directors, managers and executive officers listed on Schedule A are citizens of the United States.

N/A (see Initial Schedule 13D)

Item 4 of the Initial Schedule 13D is hereby supplemented as follows:The information set forth with respect to Item 6 in this Amendment No. 2 is incorporated by reference herein.Pursuant to the terms of the Significant Stockholder Agreement (as defined below), the Reporting Persons intend for a designee of Koch Icon to serve as a member of the Issuer's board of directors.

Item 5(a) of the Initial Schedule 13D is amended as follows: As of the date hereof, the Reporting Persons hold 80,733,607 Public Shares, representing approximately 19.58% of the outstanding Public Shares. The percentage of outstanding Public Shares held by the Reporting Persons is calculated using 412,270,402 Public Shares outstanding as of January 3, 2025 as reported by the Issuer in the Agreement and Plan of Merger (the "Merger Agreement") among the Issuer, Shutterstock, Inc. and certain subsidiaries of the foregoing.

Item 5(b) of the Initial Schedule 13D is amended as follows: As of the date hereof, the Reporting Persons possess sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of 80,733,607 Public Shares reported in the Schedule 13D.

Item 5(c) of the Initial Schedule 13D is amended as follows: No transactions in the Public Shares were effected by the Reporting Persons or, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A hereto in the 60 days preceding the date of Amendment No. 2.

Item 5(d) of the Initial Schedule 13D is amended as follows: Except as described herein, to the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Public Shares of the Issuer beneficially owned by the Reporting Persons as described in this Item 5.

N/A

Item 6 of the Initial Schedule 13D is hereby supplemented by adding the following:On January 6, 2025, the Issuer, Shutterstock, Inc. and certain of their respective subsidiaries entered into the Meger Agreement. Among other things, the Merger Agreement requires that the Issuer obtain an irrevocable written consent by each of the Getty Family Stockholders (as defined in the Merger Agreement) and Koch Icon, together representing greater than a majority of the issued and outstanding Public Shares of the Issuer, approving the issuance of Public Shares of the Issuer in connection with the transactions contemplated by the Merger Agreement (the "Share Issuance").The Issuer's board of directors unanimously approved the terms of the Merger Agreement and the transactions contemplated by the Merger Agreement and recommended to the Issuer's stockholders the approval of the Share Issuance. On January 7, 2025, the each of the Getty Family Stockholders and Koch Icon delivered the required written consent to the Issuer.Significant Stockholder AgreementConcurrent with the execution of the Merger Agreement, (i) the Getty Family Stockholders, (ii) Jonathan Oringer, and (iii) Koch Icon (each, a "Significant Stockholder") entered into a Significant Stockholder Agreement (the "Significant Stockholder Agreement"). Pursuant to th e Significant Stockholder Agreement, the Significant Stockholders have agreed to certain restrictions on transfers of their Public Shares following the closing of the transactions contemplated by the Merger Agreement, including (a) any transfers during the 90 days following the closing and (b) thereafter, to any direct competitor of the Issuer or any activist shareholder, in each case subject to certain limited exceptions. These restrictions terminate based on certain beneficial ownership thresholds for the Significant Stockholders.Pursuant to the Significant Stockholder Agreement, the Significant Stockholders are entitled to certain rights to designate directors to the Issuer's board of directors, subject to beneficial ownership thresholds. In the case of Koch Icon, Koch Icon is entitled to designate one individual for nomination to the Issuer's board of directors for so long as Koch Icon beneficially owns five percent or more of the voting power of the Issuer's equity securities. In the event that a vacancy arises in respect of a director designated by a Significant Stockholder, so long as the Getty Family Stockholders or Koch Icon is entitled to designate one director for nomination to the Issuer's board of directors, the Getty Family Stockholders and Koch Icon, as applicable, shall be entitled to appoint an observer to the Issuer's board of directors and its committees.The foregoing description of the Significant Stockholder Agreement does not purport to be complete and is qualified in its entirety by the Significant Stockholder Agreement, which is filed as Exhibit 99.1 hereto and is incorporated by reference herein.Letter AgreementConcurrently with the execution of the Merger Agreement, Koch Icon entered into a letter agreement with the Issuer, dated as of January 6, 2025, wherein, among other things, (a) Koch Icon agreed to certain restrictions on transfers of its Public Shares and interests therein, subject to certain exceptions, until the earlier of (i) termination of the Merger Agreement in accordance with its terms, (ii) the closing or (iii) the mutual written consent of the Issuer and Koch Icon, and (b) Koch Icon agreed to cooperate with the Issuer in connection with (A) termination of the existing Stockholders Agreement, dated as of December 9, 2021 (the "Existing Stockholders Agreement"), and to execute the Amended and Restated Registration Rights Agreement (as defined below), each to be effective as of closing.The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by the Reimbursement Letter Agreement, a copy of which is filed as Exhibit 99.2 and is incorporated by reference herein.Registration Rights AgreementThe Issuer and the parties to the Issuer's existing Registration Rights Agreement, dated July 22, 2022, including Koch Icon, have agreed to amend and restate such agreement in connection with the closing of the transactions contemplated by the Merger Agreement (the "Amended and Restated Registration Rights Agreement"). Pursuant to the Amended and Restated Registration Rights Agreement, the parties will be entitled to certain piggyback registration rights and customary demand registration rights. In addition pursuant to the amendment and restatement, (a) Jonathan Oringer will become a party to the Amended and Restated Registration Rights Agreement, entitled to the same registration rights as the other stockholders party thereto, and (b) within 90 days following the closing of the transactions contemplated by the Merger Agreement, the Issuer will coordinate with the stockholders party to the Amended and Restated Registration Rights Agreement to complete an underwritten secondary offering of Public Shares beneficially owned by such stockholders.

Item 7 is supplemented by the following additional documents filed as exhibits hereto:1 Appendix A99.1 Significant Stockholders Agreement, dated as of January 6, 2025, by and among the Issuer, the Getty Family Stockholders, Koch Icon and Jonathan Oringer (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed on January 7, 2025)99.2 Letter Agreement, dated as of January 6, 2025, by and between the Issuer and Koch Icon (incorporated by reference to Exhibit 10.3 to the Issuer's Current Report on Form 8-K filed on January 7, 2025)