New PCo II Investments Form 4 Emerald Holding / GERALD W SCHWARTZ 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^*

ONEX CORP

(Last) (First) (Middle)

161 BAY STREET, SUITE 4900

(Street)

TORONTO A6 M5J 2S1

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2020

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

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

	Form filed by One Reporting Person
X	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

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
Series A Convertible Participating Preferred Stock	(1)	06/29/2020		A		47,058,332		(1)	(1)	Common Stock	74,865,528	$5.6	47,058,332	I	See footnotes(2)(3)

1. Name and Address of Reporting Person^*

ONEX CORP

(Last) (First) (Middle)

161 BAY STREET, SUITE 4900

(Street)

TORONTO A6 M5J 2S1

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SCHWARTZ GERALD W

(Last) (First) (Middle)

C/O ONEX CORPORATION

161 BAY STREET, SUITE 4900

(Street)

TORONTO A6 M5J 2S1

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

1597257 Ontario Inc.

(Last) (First) (Middle)

C/O ONEX CORPORATION

161 BAY STREET, SUITE 4900

(Street)

TORONTO A6 M5J 2S1

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

New PCo II Investments, Ltd.

(Last) (First) (Middle)

C/O ONEX CORPORATION

161 BAY STREET, SUITE 4900

(Street)

TORONTO A6 M5J 2S1

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Onex American Holdings II LLC

(Last) (First) (Middle)

C/O ONEX CORPORATION

161 BAY STREET, SUITE 4900

(Street)

TORONTO A6 M5J 2S1

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Onex American Holdings GP LLC

(Last) (First) (Middle)

C/O ONEX CORPORATION

161 BAY STREET, SUITE 4900

(Street)

TORONTO A6 M5J 2S1

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Onex US Principals LP

(Last) (First) (Middle)

C/O ONEX CORPORATION

161 BAY STREET, SUITE 4900

(Street)

TORONTO A6 M5J 2S1

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Onex Advisor Subco III LLC

(Last) (First) (Middle)

C/O ONEX CORPORATION

161 BAY STREET, SUITE 4900

(Street)

TORONTO A6 M5J 2S1

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Onex Advisor Subco LLC

(Last) (First) (Middle)

C/O ONEX CORPORATION

161 BAY STREET, SUITE 4900

(Street)

TORONTO Z4 M5J 2S1

(City) (State) (Zip)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

Remarks:

Onex Partners Canadian GP Inc., Onex Partners V GP Limited, and OPV Gem Aggregator LP. will separately be filing a Form 3 to report the acquisition of the Series A Preferred Stock reported herein.

	Onex Corporation, By: /s/ Andrea E. Daly, Managing Director, General Counsel and Secretary	07/06/2020
	Gerald W. Schwartz, By: /s/ Andrea E. Daly, attorney-in-fact for Gerald W. Schwartz	07/06/2020
	1597257 Ontario Inc., By: /s/ Michelle Iskander, Secretary	07/06/2020
	New PCo II Investments Ltd., By: /s/ Michelle Iskander, Secretary	07/06/2020
	Onex American Holdings II LLC, By: /s/ Matthew Ross, Director	07/06/2020
	Onex American Holdings GP LLC, By: /s/ Matthew Ross, Director	07/06/2020
	Onex US Principals LP, By: Onex American Holdings GP LLC, its General Partner, By: /s/ Matthew Ross, Director	07/06/2020
	Onex Advisor Subco III LLC, By: /s/ Joel I. Greenberg, Director	07/06/2020
	Onex Advisor Subco LLC, By: /s/ Joel I. Greenberg, Director	07/06/2020
	** Signature of Reporting Person	Date
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