SEC Form 4 · accession 0001140361-18-003118
Emerald Holding, Inc. · EEX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Gosling
Officer — SVP, GC & Secretary
Period of report
Jan 22, 2018
Accepted (ET)
Jan 24, 2018 · 7:48 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001579214
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jan 22, 2018 | A | 3,012 | $0.00 | A | 57,893 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F2 | $22.08 | Jan 22, 2018 | A | 30,792 | A | — | Jan 22, 2028 | Common Stock | 30,792 | 30,792 | D |
Explanation of responses
- F1The 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 January 22, 2019, January 22, 2020, January 22, 2021 and January 22, 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, upon a Change in Control (as defined in the Emerald Expositions Events, Inc. 2017 Omnibus Equity Plan), all then-unvested restricted stock units shall become fully vested, subject to the reporting person's continued employment with the issuer through such Change in Control.
- F2Subject 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 January 22, 2019, January 22, 2020, January 22, 2021 and January 22, 2022. Notwithstanding the foregoing, upon a Change in Control (as defined in the Emerald Expositions Events, Inc. 2017 Omnibus Equity Plan), all then-unvested stock options shall become fully vested, subject to the reporting person's continued employment with the issuer through such Change in Control.