Amendment: SEC Form SC 13D/A filed by Getty Images Holdings Inc.

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.

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(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

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(Title of Class of Securities)

374275105

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(CUSIP Number)

William Braverman ESQ

Neuberger Berman Group LLC

1290 Avenue of the Americas

New York, NY 10104

Phone: 212-476-9035

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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 20, 2024

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(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).

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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)	See Item 5

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)	See Item 5

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

(1)	See Item 5

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(c) of the Schedule 13D is hereby amended to restate the information required by instruction C to Schedule 13D as follows:

Joseph Amato

Sharon Bowen

Robert D’Alelio

Michele Docharty

Steven Kandarian

George Walker

Richard Worley

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

Joseph Amato

Ashok Bhatia

Kenneth deRegt

Douglas Kramer

Stephen Wright

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 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.

(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.

(e)	Not applicable.

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.

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)

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