Emerald Holding (EEX) Form 4 Emerald Expositions Events / Sally Shankland 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^*

Shankland Sally

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO & President

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2019

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	06/03/2019		A		61,350(1)	A	$0	61,350(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)	$11.41	06/03/2019		A		125,523		06/03/2020(3)	06/03/2029	Common Stock	125,523	$0	125,523	D
Performance Based Share Award	$0(4)	06/03/2019		A		651,262(5)		(6)	06/03/2029	Common Stock	651,262	$0	651,262	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 33.3% on each of June 3, 2020, June 3, 2021 and June 3, 2022 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, 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) prior to the third anniversary of the grant date, all then-unvested restricted stock units shall become fully vested.

2. Includes 61,350 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 33.3% on each of June 3, 2020, June 3, 2021, and June 3, 2022. 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's employment (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 before or 18 months after the Change in Control, all then-unvested stock options shall become fully vested.

4. 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.

5. 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.

6. 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	06/05/2019
	** Signature of Reporting Person	Date
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