Emerald Holding Inc.

07/14/2026 | Press release | Distributed by Public on 07/14/2026 16:31

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
ONEX CORP
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)
(Last) (First) (Middle)
161 BAY STREET, P.O. BOX 700,
3. Date of Earliest Transaction (Month/Day/Year)
07/14/2026
(Street)
TORONTO M5J 2S1
4. If Amendment, Date 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
(City) (State) (Zip)
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 07/14/2026 D(1)(2) 184,049,617(3) D(1)(2) (1)(2) 0 I See footnotes(4)(5)
Common Stock 07/14/2026 D(1)(2) 470,583(6) D(1)(2) (1)(2) 0 I See footnotes(4)(5)(7)(8)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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. SEC 1474 (9-02)
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 Underlying Securities
(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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ONEX CORP
161 BAY STREET, P.O. BOX 700
TORONTO M5J 2S1
X
SCHWARTZ GERALD W
C/O ONEX CORPORATION
161 BAY STREET, P.O. BOX 700
TORONTO MJ5 2S1
X
Onex Partners GP Inc.
C/O ONEX CORPORATION
161 BAY STREET, P.O. BOX 700
TORONTO MJ5 2S1
X
Onex Partners III GP LP
C/O ONEX CORPORATION
161 BAY STREET, P.O. BOX 700
TORONTO MJ5 2S1
X
ONEX PARTNERS III LP
C/O ONEX CORPORATION
161 BAY STREET, P.O. BOX 700
TORONTO MJ5 2S1
X
ONEX PARTNERS III PV LP
C/O ONEX CORPORATION
161 BAY STREET, P.O. BOX 700
TORONTO MJ5 2S1
X
Onex Partners III Select LP
C/O ONEX CORPORATION
161 BAY STREET, P.O. BOX 700
TORONTO MJ5 2S1
X
New PCo II Investments, Ltd.
C/O ONEX CORPORATION
161 BAY STREET, P.O. BOX 700
TORONTO MJ5 2S1
X
Onex Advisor Subco III LLC
C/O ONEX CORPORATION
161 BAY STREET, P.O. BOX 700
TORONTO MJ5 2S1
X
1597257 Ontario Inc.
C/O ONEX CORPORATION
161 BAY STREET, P.O. BOX 700
TORONTO MJ5 2S1
X

Signatures

Onex Corporation, By: /s/ David Copeland, Managing Director - Tax 07/14/2026
**Signature of Reporting Person Date
Gerald W. Schwartz, By:/s/ Chris Govan, attorney-in-fact for Gerald W. Schwartz 07/14/2026
**Signature of Reporting Person Date
Onex Partners GP Inc., By: /s/ Amir Motamedi, Vice President 07/14/2026
**Signature of Reporting Person Date
Onex Partners III GP LP, By: Onex Partners GP Inc., its General Partner, By: /s/ Amir Motamedi, Vice President 07/14/2026
**Signature of Reporting Person Date
Onex Partners III LP, By: Onex Partners III GP LP, its General Partner, By: Onex Partners GP Inc., its General Partner, By: /s/Amir Motamedi, Vice President 07/14/2026
**Signature of Reporting Person Date
Onex Partners III PV LP, By: Onex Partners III GP LP, its General Partners, By: Onex Partners GP Inc., its General Partner, By: /s/ Amir Motamedi, Vice President 07/14/2026
**Signature of Reporting Person Date
Onex Partners III Select LP, By: Onex Partners III GP LP, its General Partner, By: Onex Partners GP Inc., its General Partner, By: /s/ Amir Motamedi, Vice President 07/14/2026
**Signature of Reporting Person Date
New PCo II Investments LTD., By: /s/ Michelle Iskander, Secretary 07/14/2026
**Signature of Reporting Person Date
Onex Advisor Subco III LLC, By: /s/ Joel Greenberg, Director 07/14/2026
**Signature of Reporting Person Date
1597257 Ontario Inc., By: /s/ Michelle Iskander, Secretary 07/14/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Pursuant to and in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated May 9, 2026, entered into by Emerald Holding, Inc., a Delaware corporation (the "Company" or "Emerald"), Emma Buyer, LLC, a Delaware limited liability company ("Parent"), and Emma Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), on July 14, 2026, Merger Sub merged with and into Emerald, with Emerald surviving the merger and becoming a wholly-owned subsidiary of Parent (such merger, the "Transaction"). Parent and Merger Sub are newly formed holding companies owned by funds managed by affiliates of Apollo Global Management, Inc. ("Apollo").
(2) (Continued from footnote 1) Each share of common stock, par value $0.01 per share, of Emerald (each, a share of "Emerald Common Stock") issued and outstanding immediately prior to the effective time of the Transaction (the "Effective Time"), other than shares of Emerald Common Stock (i) held by Emerald as treasury stock or owned by Parent or Merger Sub (which were cancelled) or any wholly owned subsidiary of Emerald and Parent (other than Merger Sub), or (ii) as to which appraisal rights were properly exercised in accordance with Delaware law (and not validly withdrawn), was cancelled and converted into the right to receive $5.03 per share of Emerald Common Stock in cash (the "Merger Consideration"), without interest.
(3) Includes: (i) 33,135,329 shares of Common Stock held of record by Onex Partners III LP, (ii) 1,377,397 shares of Common Stock held of record by Onex Partners III GP LP, (iii) 423,159 shares of Common Stock held of record by Onex US Principals LP, (iv) 420,116 shares of Common Stock held of record by Onex Partners III PV LP, (v) 11,125,186 shares of Common Stock held of record by Onex OP V Holdings SARL, (vi) 106,562 shares of Common Stock held of record by Onex Partners III Select LP and 137,461,868 shares of Common Stock held of record by OPV Gem Aggregator LP.
(4) Onex Corporation, a corporation whose subordinated voting shares are traded on the Toronto Stock Exchange, may be deemed to beneficially own the Common Stock held of record by (a) Onex Partners III LP, Onex Partners III Select LP, and Onex Partners III PV LP through Onex Corporation's direct ownership and control of Onex Partners GP Inc., the general partner of Onex Partners III GP LP, the general partner of each of Onex Partners III LP, Onex Partners III Select LP, and Onex Partners III PV LP (b) Onex Partners III GP LP, through Onex Corporation's ownership of all of the equity of Onex Partners GP Inc., the general partner of Onex Partners III GP LP, (c) Onex US Principals LP, through Onex Corporation's ownership of all of the equity of Onex American Holdings GP LLC, the general partner of Onex US Principals LP,
(5) (continued) (d) Onex OP V Holdings SARL, through Onex Corporation's ownership of all of the equity of Onex American Holdings Subco LLC, which controls Onex Partners Holdings LLC, which in turn owns all of the outstanding equity of Onex OP V Holdings SARL; (e) Onex Advisor Subco III LLC, through Gerald W. Schwartz's indirect control of 1597257 Ontario Inc., which owns all of the voting equity of New PCo II Investments Ltd., which owns all of the equity interest of Onex Advisor Subco III LLC; and (f) 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.
(6) Includes: 470,583 shares of Common Stock held of record by Onex Advisor Subco III LLC.
(7) Effective from May 11, 2026, Mr. Gerald W. Schwartz no longer may be deemed to share beneficial ownership of the shares of Common Stock beneficially owned by Onex Corporation. Mr. Schwartz beneficially owns approximately 0.2% of the Common Stock as a result of his indirect ownership of the equity of Onex Advisor Subco III LLC. Based on certain arrangements regarding the shares of Common Stock held by Onex Advisor Subco III LLC and beneficially owned by Mr. Schwartz, the shares of Common Stock beneficially owned by Mr. Schwartz will be voted in the same manner as shares of Common Stock that may be deemed to be beneficially owned by Onex Corporation. Mr. Schwartz and Onex Corporation may therefore be deemed to be a member of a "group" for purposes of Section 13(d)(3) of the Exchange Act.
(8) (Continued from footnote 7) Mr. Schwartz disclaims beneficial ownership of the shares of Common Stock that may be deemed to be beneficially owned by Onex Corporation, except to the extent of his pecuniary interest, if any, therein, and Onex Corporation disclaims beneficial ownership of the shares of Common Stock beneficially owned by Mr. Schwartz.

Remarks:
Due to the limitations of the electronic filing system, Onex Partners Holdings LLC, Onex OP V Holdings SARL, Onex American Holdings GP LLC, Onex US Principals LP, Onex Partners Canadian GP Inc., Onex Partners V GP Limited, OPV Gem Aggregator LP., Kosty Gilis and Anthony Munk are filing a separate Form 4.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Emerald Holding Inc. published this content on July 14, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on July 14, 2026 at 22:31 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]