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