0000899243-20-022582.txt : 20200817 0000899243-20-022582.hdr.sgml : 20200817 20200817163125 ACCESSION NUMBER: 0000899243-20-022582 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 CORP CENTRAL INDEX KEY: 0000937226 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38076 FILM NUMBER: 201110588 BUSINESS ADDRESS: STREET 1: 161 BAY STREET STREET 2: P O BOX 700 CITY: TORONTO ONTARIO CANA STATE: A6 MAIL ADDRESS: STREET 1: 161 BAY STREET STREET 2: P O BOX 700 CITY: TORONTO ONTARIO CANA STATE: A6 FORMER NAME: FORMER CONFORMED NAME: ONEX CORP ET AL DATE OF NAME CHANGE: 19950209 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHWARTZ GERALD W CENTRAL INDEX KEY: 0001275599 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38076 FILM NUMBER: 201110589 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 1597257 Ontario Inc. CENTRAL INDEX KEY: 0001517831 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38076 FILM NUMBER: 201110590 BUSINESS ADDRESS: STREET 1: C/O ONEX CORPORATION, 161 BAY STREET CITY: TORONTO STATE: A6 ZIP: M5J 2S1 BUSINESS PHONE: 416-362-7711 MAIL ADDRESS: STREET 1: C/O ONEX CORPORATION, 161 BAY STREET CITY: TORONTO STATE: A6 ZIP: M5J 2S1 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: New PCo II Investments, Ltd. CENTRAL INDEX KEY: 0001593408 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38076 FILM NUMBER: 201110591 BUSINESS ADDRESS: STREET 1: C/O ONEX CORPORATION STREET 2: 161 BAY STREET CITY: TORONTO STATE: A6 ZIP: M5J 2S1 BUSINESS PHONE: (416) 874-1213 MAIL ADDRESS: STREET 1: C/O ONEX CORPORATION STREET 2: 161 BAY STREET CITY: TORONTO STATE: A6 ZIP: M5J 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38076 FILM NUMBER: 201110592 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38076 FILM NUMBER: 201110593 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: OPV Gem Aggregator LP CENTRAL INDEX KEY: 0001817205 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38076 FILM NUMBER: 201110594 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-08-13 0 0001579214 Emerald Holding, Inc. EEX 0000937226 ONEX CORP 161 BAY STREET, SUITE 4900 TORONTO A6 M5J 2S1 ONTARIO, CANADA 0 0 1 0 0001275599 SCHWARTZ GERALD W C/O ONEX CORPORATION 161 BAY STREET, SUITE 4900 TORONTO A6 M5J 2S1 ONTARIO, CANADA 0 0 1 0 0001517831 1597257 Ontario Inc. C/O ONEX CORPORATION 161 BAY STREET, SUITE 4900 TORONTO A6 M5J 2S1 ONTARIO, CANADA 0 0 1 0 0001593408 New PCo II Investments, 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 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 0001817205 OPV Gem Aggregator LP 161 BAY STREET, SUITE 4900 TORONTO A6 M5J 2S1 ONTARIO, CANADA 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 1 of 2. Due to the limitations of the electronic filing system, Onex US Principals LP, Onex American Holdings II LLC, Onex American Holdings GP LLC, Onex Advisor Subco LLC, and Onex Advisor Subco III LLC are filing a separate Form 4. Onex Corporation, By: /s/ Andrea E. Daly, Managing Director, General Counsel and Secretary 2020-08-17 Gerald W. Schwartz, By: /s/ Andrea E. Daly, attorney-in-fact for Gerald W. Schwartz 2020-08-17 1597257 Ontario Inc., By: /s/ Michelle Iskander, Secretary 2020-08-17 New PCo II Investments Ltd., By: /s/ Michelle Iskander, Secretary 2020-08-17 Onex Partners Canadian GP Inc., By: /s/ David Copeland, By: /s/ Derek MacKay 2020-08-17 Onex Partners V GP Limited, By: /s/ Kosty Gilis, Authorized Person 2020-08-17 OPV Gem Aggregator LP, By: Onex Partners V GP Limited, its General Partner, By: /s/ Kosty Gilis, Authorized Person 2020-08-17