Large owner Onex Private Equity Holdings Llc converted options into 137,461,868 shares (SEC Form 4)
$EEX
Business Services
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Emerald Holding, Inc. [ EEX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/02/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 05/02/2024 | M | 137,461,868 | A | (1) | 184,520,200 | I | See footnotes(2)(3)(4)(5) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Convertible Participating Preferred Stock | (1) | 05/02/2024 | M | 69,718,919 | (1) | (1) | Common Stock | 137,461,868 | (1) | 0 | I | See footnotes(3)(4)(5) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The Series A Convertible Participating Preferred Stock (the "Series A Preferred Stock") was held directly by OPV Gem Aggregator LP and convertible into a number of shares of Common Stock that is equal to the amount of the accreted liquidation preference per share of Series A Preferred Stock divided by the conversion price then in effect. On May 2, 2024, the Issuer mandatorily converted all of the outstanding Series A Preferred Stock into Common Stock. As a result, all of the Series A Preferred Stock held of record by OPV Gem Aggregator LP automatically converted into 137,461,868 shares of Common Stock. |
| 2. Includes: (i) 33,135,329 shares of Common Stock held of record by Onex Partners III LP, (ii) 1,377,397 shares of Common Stock held of record by Onex Partners III GP LP, (iii) 423,159 shares of Common Stock held of record by Onex US Principals LP, (iv) 420,116 shares of Common Stock held of record by Onex Partners III PV LP, (v) 11,125,186 shares of Common Stock held of record by Onex OP V Holdings SARL, (vi) 106,562 shares of Common Stock held of record by Onex Partners III Select LP, (vii) 470,583 shares of Common Stock held of record by Onex Advisor Subco III LLC, and (viii) 137,461,868 shares of Common Stock held of record by OPV Gem Aggregator LP. |
| 3. Onex Corporation, a corporation whose subordinated voting shares are traded on the Toronto Stock Exchange, and/or Mr. Gerald W. Schwartz, may be deemed to beneficially own the Common Stock held of record by (a) Onex Partners III LP, Onex Partners III Select LP, and Onex Partners III PV LP through Onex Corporation's direct ownership and control of Onex Partners GP Inc., the general partner of Onex Partners III GP LP, the general partner of each of Onex Partners III LP, Onex Partners III Select LP, and Onex Partners III PV LP (b) Onex Partners III GP LP, through Onex Corporation's ownership of all of the equity of Onex Partners GP Inc., the general partner of Onex Partners III GP LP, (c) Onex US Principals LP, through Onex Corporation's ownership of all of the equity of Onex Private Equity Holdings LLC ("OPEH"), which owns all of the equity of Onex American Holdings GP LLC, the general partner of Onex US Principals LP, |
| 4. (continued) (d) Onex OP V Holdings SARL, through Onex Corporation's ownership of all of the equity of OPEH, which owns all of the equity of Onex American Holdings Subco LLC, which controls Onex Partners Holdings LLC, which in turn owns all of the outstanding equity of Onex OP V Holdings SARL; (e) Onex Advisor Subco III LLC, through Gerald W. Schwartz's indirect control of 1597257 Ontario Inc., which owns all of the voting equity of New PCo II Investments Ltd., which owns all of the equity interest of Onex Advisor Subco III LLC; and (f) OPV Gem Aggregator LP, through Onex Corporation's ownership of all of the equity of Onex Partners Canadian GP Inc., which owns all of the equity of Onex Partners V GP Limited, which is the general partner of OPV Gem Aggregator LP. |
| 5. Mr. Gerald W. Schwartz, the Chairman of Onex Corporation, indirectly owns shares representing a majority of the voting rights of the shares of Onex Corporation and as such may be deemed to beneficially own all of the Common Stock beneficially owned by Onex Corporation. Each of these entities and Mr. Schwartz disclaims such beneficial ownership except to the extent of their pecuniary interest therein. |
| Remarks: |
| Due to the limitations of the electronic filing system, Onex Corporation, Gerald W. Schwartz, Onex Partners GP Inc., Onex Partners III GP LP, Onex Partners III LP, Onex Partners III PV LP, Onex Partners III Select LP, Onex American Holdings II LLC, Onex American Holdings GP LLC and Onex US Principals LP are filing a separate Form 4. |
| Onex Private Equity Holdings LLC, By: /s/ Amir Motamedi, Director | 03/31/2025 | |
| Onex Partners Holdings LLC, By: Onex Private Equity Holdings LLC, By: /s/ Amir Motamedi, Director | 03/31/2025 | |
| Onex OP V Holdings SARL, By: /s/ Amir Motamedi, Type A Manager and /s/ Sascha Groll, Type B Manager | 03/31/2025 | |
| 1597257 Ontario Inc., By: /s/ Michelle Iskander, Secretary | 03/31/2025 | |
| New PCO II Investments LTD., By: /s/ Michelle Iskander, Secretary | 03/31/2025 | |
| Onex Advisor Subco III LLC, By: /s/ Joel Greenberg, Director | 03/31/2025 | |
| Onex Partners Canadian GP Inc., By: /s/ David Copeland, Vice President and /s/ Derek MacKay, Vice President | 03/31/2025 | |
| Onex Partners V GP Limited, By: /s/ Kosty Gilis, Authorized Person | 03/31/2025 | |
| OPV GEM Aggregator LP., By: Onex Partners V GP Limited, its General Partner, By: /s/ Kosty Gilis, Authorized Person | 03/31/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||