0000899243-20-022579.txt : 20200817
0000899243-20-022579.hdr.sgml : 20200817
20200817163111
ACCESSION NUMBER: 0000899243-20-022579
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200813
FILED AS OF DATE: 20200817
DATE AS OF CHANGE: 20200817
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Onex American Holdings II LLC
CENTRAL INDEX KEY: 0001297368
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38076
FILM NUMBER: 201110581
BUSINESS ADDRESS:
STREET 1: 421 LEADER STREET
CITY: MARION
STATE: OH
ZIP: 43302
BUSINESS PHONE: (416) 362-7711
MAIL ADDRESS:
STREET 1: 421 LEADER STREET
CITY: MARION
STATE: OH
ZIP: 43302
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Onex American Holdings GP LLC
CENTRAL INDEX KEY: 0001544361
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38076
FILM NUMBER: 201110582
BUSINESS ADDRESS:
STREET 1: 161 BAY STREET
STREET 2: 48TH FLOOR
CITY: TORONTO
STATE: A6
ZIP: M5J 2S1
BUSINESS PHONE: (416) 874-1213
MAIL ADDRESS:
STREET 1: 161 BAY STREET
STREET 2: 48TH FLOOR
CITY: TORONTO
STATE: A6
ZIP: M5J 2S1
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Onex US Principals LP
CENTRAL INDEX KEY: 0001297369
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38076
FILM NUMBER: 201110583
BUSINESS ADDRESS:
STREET 1: 421 LEADER STREET
CITY: MARION
STATE: OH
ZIP: 43302
BUSINESS PHONE: (416) 362-7711
MAIL ADDRESS:
STREET 1: 421 LEADER STREET
CITY: MARION
STATE: OH
ZIP: 43302
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Onex Advisor Subco III LLC
CENTRAL INDEX KEY: 0001695911
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38076
FILM NUMBER: 201110584
BUSINESS ADDRESS:
STREET 1: ONEX CORPORATION 712 FIFTH AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 2125822211
MAIL ADDRESS:
STREET 1: ONEX CORPORATION 712 FIFTH AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Onex Advisor Subco LLC
CENTRAL INDEX KEY: 0001544357
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38076
FILM NUMBER: 201110585
BUSINESS ADDRESS:
STREET 1: 161 BAY STREET
STREET 2: 48TH FLOOR
CITY: TORONTO
STATE: A6
ZIP: M5J 2S1
BUSINESS PHONE: (416) 874-1213
MAIL ADDRESS:
STREET 1: 161 BAY STREET
STREET 2: 48TH FLOOR
CITY: TORONTO
STATE: A6
ZIP: M5J 2S1
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Emerald Holding, Inc.
CENTRAL INDEX KEY: 0001579214
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
IRS NUMBER: 421775077
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 31910 DEL OBISPO STREET
STREET 2: SUITE 200
CITY: SAN JUAN CAPISTRANO
STATE: CA
ZIP: 92675
BUSINESS PHONE: 949-226-5700
MAIL ADDRESS:
STREET 1: 31910 DEL OBISPO STREET
STREET 2: SUITE 200
CITY: SAN JUAN CAPISTRANO
STATE: CA
ZIP: 92675
FORMER COMPANY:
FORMER CONFORMED NAME: Emerald Expositions Events, Inc.
DATE OF NAME CHANGE: 20170330
FORMER COMPANY:
FORMER CONFORMED NAME: Expo Event Holdco, Inc.
DATE OF NAME CHANGE: 20130613
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-08-13
0
0001579214
Emerald Holding, Inc.
EEX
0001297368
Onex American Holdings II LLC
C/O ONEX CORPORATION
161 BAY STREET, SUITE 4900
TORONTO
A6
M5J 2S1
ONTARIO, CANADA
0
0
1
0
0001544361
Onex American Holdings GP LLC
C/O ONEX CORPORATION
161 BAY STREET, SUITE 4900
TORONTO
A6
M5J 2S1
ONTARIO, CANADA
0
0
1
0
0001297369
Onex US Principals LP
C/O ONEX CORPORATION
161 BAY STREET, SUITE 4900
TORONTO
A6
M5J 2S1
ONTARIO, CANADA
0
0
1
0
0001695911
Onex Advisor Subco III LLC
C/O ONEX CORPORATION
161 BAY STREET, SUITE 4900
TORONTO
A6
M5J 2S1
ONTARIO, CANADA
0
0
1
0
0001544357
Onex Advisor Subco LLC
C/O ONEX CORPORATION
161 BAY STREET, SUITE 4900
TORONTO
Z4
M5J 2S1
CANADA (FEDERAL LEVEL)
0
0
1
0
Series A Convertible Participating Preferred Stock
2020-08-13
4
A
0
22660587
5.60
A
Common Stock
36050934
69718919
I
See footnotes
The Series A Convertible Participating Preferred Stock (the "Series A Preferred Stock") is held directly by OPV Gem Aggregator LP and is 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. Each share of Series A Preferred Stock is initially convertible into approximately 1.59 shares of Common Stock, which is equivalent to the initial liquidation preference per share of $5.60 divided by the initial conversion price of $3.52 per share. The Series A Preferred Stock is currently exercisable and has no expiration date.
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 by 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. Mr. Gerald W. Schwartz, the Chairman, President and Chief Executive Officer 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. Mr. Schwartz disclaims such beneficial ownership, except to the extent of his pecuniary interest therein.
New PCo II Investments Ltd. and Onex US Principals LP, by virtue of their limited partnership interests in Onex Partners V GP LP, may be deemed to share beneficial ownership of the securities reported herein, as may: (a) 1597257 Ontario Inc., which owns all of the voting equity of New PCo II Investments Ltd.; and (b) Onex American Holdings II LLC, which owns all of the equity of Onex American Holdings GP LLC, the general partner of Onex US Principals LP. Onex Advisor Subco III LLC by virtue of its limited partnership interests in OPV Gem Aggregator LP, may be deemed to share beneficial ownership of the securities reported herein, as may Onex Advisor Subco LLC, which owns all of the equity of Onex Advisor Subco III LLC. Each of these entities disclaims such beneficial ownership, except to the extent of its pecuniary interest therein.
Filing 2 of 2. Due to the limitations of the electronic filing system, Onex Corp, Gerald W. Schwartz, 1597257 Ontario Inc., New PCo II Investments Ltd., Onex Partners Canadian GP Inc., Onex Partners V GP Limited, and OPV Gem Aggregator LP are filing a separate Form 4.
Onex US Principals LP, By: Onex American Holdings GP LLC, its General Partner, By: /s/ Matthew Ross, Director
2020-08-17
Onex Advisor Subco LLC, By: /s/ Joel I. Greenberg, Director
2020-08-17
Onex Advisor Subco III LLC, By: /s/ Joel I. Greenberg, Director
2020-08-17
Onex American Holdings II LLC, By: /s/ Matthew Ross, Director
2020-08-17
Onex American Holdings GP LLC, By: /s/ Matthew Ross, Director
2020-08-17