Statement of Changes in Beneficial Ownership (4)
04 March 2023 - 9:29AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
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Sayetta Stacey |
2. Issuer Name and Ticker or Trading Symbol
Emerald Holding, Inc.
[
EEX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) General Counsel |
(Last)
(First)
(Middle)
EMERALD HOLDING, INC., 100 BROADWAY, 14TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/1/2023 |
(Street)
NEW YORK, NY 10005
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | $3.81 | 3/1/2023 | | A | | 50000 | | (1) | 3/1/2033 | Common Stock | 50000 | $0 | 50000 | D | |
Explanation of Responses: |
(1) | The reported transaction is an award of a stock option to purchase shares of issuer's common stock under the terms of as the Emerald Holding, Inc. 2017 Omnibus Equity Plan, as amended (the "Equity Plan"). Subject to the reporting person's continued employment with the issuer through the applicable vesting date, this option will vest as to 20% on each of March 1, 2024, March 1, 2025, March 1, 2026, March 1, 2027 and March 1, 2028. Notwithstanding the foregoing, any then unvested stock options will become fully vested upon a Change in Control (as defined in the Equity Plan), and partial acceleration of vesting will apply in the case of certain involuntary termination of employment events. In addition, in all cases, certain transfer restrictions will apply to shares of the issuer's common stock underlying vested options until a date no later than March 1, 2030. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Sayetta Stacey EMERALD HOLDING, INC. 100 BROADWAY, 14TH FLOOR NEW YORK, NY 10005 |
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| General Counsel |
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Signatures
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/s/ Stacey Sayetta | | 3/3/2023 |
**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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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