SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* OPV Gem Aggregator LP (Last) (First) (Middle) 161 BAY STREET, SUITE 4900 (Street) TORONTO A6 M5J 2S1 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/29/2020	3. Issuer Name and Ticker or Trading Symbol Emerald Holding, Inc. [ EEX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Participating Preferred Stock	(1)	(1)	Common Stock	74,865,528	(1)	I	See footnote(2)

1. Name and Address of Reporting Person* OPV Gem Aggregator LP (Last) (First) (Middle) 161 BAY STREET, SUITE 4900 (Street) TORONTO A6 M5J 2S1 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Onex Partners V GP Ltd (Last) (First) (Middle) C/O ONEX CORPORATION 161 BAY STREET, SUITE 4900 (Street) TORONTO A6 M5J 2S1 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Onex Partners Canadian GP Inc. (Last) (First) (Middle) C/O ONEX CORPORATION 161 BAY STREET, SUITE 4900 (Street) TORONTO A6 M5J 2S1 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 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.

2. 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.

Remarks:

	OPV Gem Aggregator LP., By: Onex Partners V GP Limited, its General Partner, By: /s/ Kosty Gilis, Authorized Person	07/09/2020
	Onex Partners V GP Limited, its General Partner, By: /s/ Kosty Gilis, Authorized Person	07/09/2020
	Onex Partners Canadian GP Inc., By: /s/ David Copeland, Vice President By: /s/ Derek MacKay, Vice President	07/09/2020
	** Signature of Reporting Person	Date
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