0000899243-20-018840.txt : 20200709 0000899243-20-018840.hdr.sgml : 20200709 20200709180211 ACCESSION NUMBER: 0000899243-20-018840 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200629 FILED AS OF DATE: 20200709 DATE AS OF CHANGE: 20200709 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OPV Gem Aggregator LP CENTRAL INDEX KEY: 0001817205 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38076 FILM NUMBER: 201021284 BUSINESS ADDRESS: STREET 1: C/O ONEX CORPORATION STREET 2: 161 BAY STREET CITY: TORONTO STATE: A6 ZIP: M51 2S1 BUSINESS PHONE: (416) 362-7711 MAIL ADDRESS: STREET 1: C/O ONEX CORPORATION STREET 2: 161 BAY STREET CITY: TORONTO STATE: A6 ZIP: M51 2S1 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Onex Partners V GP Ltd CENTRAL INDEX KEY: 0001817315 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38076 FILM NUMBER: 201021285 BUSINESS ADDRESS: STREET 1: C/O ONEX CORPORATION STREET 2: 161 BAY STREET CITY: TORONTO STATE: A6 ZIP: M51 2S1 BUSINESS PHONE: (416) 362-7711 MAIL ADDRESS: STREET 1: C/O ONEX CORPORATION STREET 2: 161 BAY STREET CITY: TORONTO STATE: A6 ZIP: M51 2S1 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Onex Partners Canadian GP Inc. CENTRAL INDEX KEY: 0001817206 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38076 FILM NUMBER: 201021286 BUSINESS ADDRESS: STREET 1: C/O ONEX CORPORATION STREET 2: 161 BAY STREET CITY: TORONTO STATE: A6 ZIP: M51 2S1 BUSINESS PHONE: (416) 362-7711 MAIL ADDRESS: STREET 1: C/O ONEX CORPORATION STREET 2: 161 BAY STREET CITY: TORONTO STATE: A6 ZIP: M51 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 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-06-29 0 0001579214 Emerald Holding, Inc. EEX 0001817205 OPV Gem Aggregator LP 161 BAY STREET, SUITE 4900 TORONTO A6 M5J 2S1 ONTARIO, CANADA 0 0 1 0 0001817315 Onex Partners V GP Ltd C/O ONEX CORPORATION 161 BAY STREET, SUITE 4900 TORONTO A6 M5J 2S1 ONTARIO, CANADA 0 0 1 0 0001817206 Onex Partners Canadian GP Inc. C/O ONEX CORPORATION 161 BAY STREET, SUITE 4900 TORONTO A6 M5J 2S1 ONTARIO, CANADA 0 0 1 0 Series A Convertible Participating Preferred Stock Common Stock 74865528 I See footnote The Series A Convertible Participating Preferred Stock (the "Series A Preferred Stock") 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. OPV Gem Aggregator LP., By: Onex Partners V GP Limited, its General Partner, By: /s/ Kosty Gilis, Authorized Person 2020-07-09 Onex Partners V GP Limited, its General Partner, By: /s/ Kosty Gilis, Authorized Person 2020-07-09 Onex Partners Canadian GP Inc., By: /s/ David Copeland, Vice President By: /s/ Derek MacKay, Vice President 2020-07-09