Emerald Holding (EEX) Form 4 Emerald Expositions Events / William Charles ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Charles William

(Last) (First) (Middle)

EMERALD EXPOSITIONS EVENTS, INC.

31910 DEL OBISPO STREET, SUITE 200

(Street)

SAN JUAN CAPISTRANO CA 92675

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Emerald Expositions Events, Inc. [ EEX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Information Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/14/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/14/2019		A(1)		15,156	A	$0	33,145(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$12.47	03/14/2019		A		30,615		03/14/2020(3)	03/14/2029	Common Stock	30,615	$0	30,615	D

Explanation of Responses:

1. The reported transaction is an award of restricted stock units in respect of the issuer's common stock. Subject to the reporting person's continued employment with the issuer through the applicable vesting date, these restricted stock units will vest as to 25% on each of March 14, 2020, March 14, 2021, March 14, 2022 and March 14, 2023 and be settled, with respect to vested restricted stock units, in shares of common stock no later than 15 days after each applicable vesting date. Notwithstanding the foregoing, upon a Change in Control (as defined in the Emerald Expositions Events, Inc. 2017 Omnibus Equity Plan) and the termination of the reporting person without cause within three months before or 18 months after the Change in Control, all then-unvested restricted stock units shall become fully vested.

2. Includes 23,894 unvested restricted stock units.

3. Subject to the reporting person's continued employment with the issuer through the applicable vesting date, this option will vest as to 25% on each of March 14, 2020, March 14, 2021, March 14, 2022 and March 14, 2023. Notwithstanding the foregoing, upon a Change in Control (as defined in the Emerald Expositions Events, Inc. 2017 Omnibus Equity Plan) and the termination of the reporting person without cause within three months before or 18 months after the Change in Control, all then-unvested stock options shall become fully vested.

	/s/ David Gosling, Attorney-in-Fact	03/18/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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