0001567619-19-022845.txt : 20191210
0001567619-19-022845.hdr.sgml : 20191210
20191210175600
ACCESSION NUMBER: 0001567619-19-022845
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191206
FILED AS OF DATE: 20191210
DATE AS OF CHANGE: 20191210
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Field Brian
CENTRAL INDEX KEY: 0001777561
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38076
FILM NUMBER: 191278581
MAIL ADDRESS:
STREET 1: EMERALD EXPOSITIONS EVENTS, INC.
STREET 2: 31910 DEL OBISPO STREET, SUITE 200
CITY: SAN JUAN CAPISTRANO
STATE: CA
ZIP: 92675
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Emerald Expositions Events, 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: Expo Event Holdco, Inc.
DATE OF NAME CHANGE: 20130613
4
1
doc1.xml
FORM 4
X0306
4
2019-12-06
0
0001579214
Emerald Expositions Events, Inc.
EEX
0001777561
Field Brian
EMERALD EXPOSITIONS EVENTS, INC.
31910 DEL OBISPO STREET, SUITE 200
SAN JUAN CAPISTRANO
CA
92675
0
1
0
0
Chief Operating Officer
Performance Based Share Award
0
2019-12-06
4
D
0
133507
D
2029-06-03
Common Stock
133507
0
D
Performance Based Share Award
0
2019-12-06
4
A
0
227525
A
2029-06-03
Common Stock
227525
227525
D
The Performance Based Share Award represents a contingent right to receive shares of the issuer's common stock based on the attainment of pre-established Vesting Thresholds as set forth and defined in the Performance Based Share Award Agreement.
The two reported transactions involved an amendment to the Performance Based Share Award to amend the Vesting Thresholds, resulting in the deemed cancellation of the "old" Performance Based Share Award and the grant of a replacement Performance Based Share Award. The award was originally granted on June 3, 2019.
Represents the number of shares of the issuer's common stock the reporting person would be eligible to receive assuming (i) full vesting of the Performance Based Share Award and (ii) the closing price per share on the trading day on which each Vesting Threshold is satisfied is equivalent to the price per share applicable to each such Vesting Threshold. The actual number of shares to be received may be lower based on (i) whether individual Vesting Thresholds are actually achieved and (ii) the actual closing price per share of the issuer's common stock on the trading day on which the relevant Vesting Threshold is satisfied.
Subject to the reporting person's continued employment with the issuer through the applicable vesting date, the Performance Based Share Award will vest upon the attainment of certain pre-established Vesting Thresholds set forth in the Performance Based Share Award Agreement and be settled in shares of common stock no later than 15 days after each applicable vesting date. Notwithstanding the foregoing, the Performance Based Share Award shall vest with respect to each Vesting Threshold upon a Change in Control (as defined in the Emerald Expositions Events, Inc. 2017 Omnibus Equity Plan) if the price per share paid by the buyer exceeds such Vesting Threshold, and any remaining unvested portion of the award shall be forfeited as of the closing of such Change in Control.
Further, if the reporting person's employment is terminated (i) by the issuer other than for Cause or (ii) by the reporting person for Good Reason (each of "Cause" and "Good Reason" as defined in the employment agreement between the reporting person and the issuer) within three months prior to the earlier of (x) the date of execution of a definitive agreement resulting in a Change in Control or (y) the date of the Change in Control, then any unvested shares subject to the Performance Based Share Award shall remain eligible to vest upon the Change in Control in accordance with the terms of the agreement.
/s/ David Gosling, Attorney-in-Fact
2019-12-10