SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
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1. Name and Address of Reporting Person*
Pagel Brian

(Last) (First) (Middle)
EMERALD EXPOSITIONS EVENTS, INC.
31910 DEL OBISPO STREET, SUITE 200

(Street)
SAN JUAN CAPISTRANO CA 92675

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2019
3. Issuer Name and Ticker or Trading Symbol
Emerald Expositions Events, Inc. [ EEX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 36,312(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (2) 03/14/2029 Common Stock 17,859 $12.47 D
Stock Option (Right to Buy) (3) 09/18/2028 Common Stock 34,906 $16.5 D
Stock Option (Right to Buy) (4) 01/22/2028 Common Stock 25,694 $22.08 D
Stock Option (Right to Buy) (5) 08/26/2025 Common Stock 7,250 $12 D
Stock Option (Right to Buy) (6) 08/26/2025 Common Stock 2,375 $16 D
Stock Option (Right to Buy) (7) 03/09/2025 Common Stock 4,875 $10.4 D
Stock Option (Right to Buy) (8) 03/09/2025 Common Stock 2,500 $12 D
Stock Option (Right to Buy) (8) 03/09/2025 Common Stock 2,500 $16 D
Stock Option (Right to Buy) (9) 10/16/2023 Common Stock 4,283 $8 D
Stock Option (Right to Buy) (9) 10/16/2023 Common Stock 6,750 $12 D
Stock Option (Right to Buy) (9) 10/16/2023 Common Stock 1,350 $16 D
Explanation of Responses:
1. Includes 31,041 unvested restricted stock units.
2. Subject 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 March 14, 2020, March 14, 2021, March 14, 2022 and March 14, 2023. 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 without cause within three months before or 18 months after the Change in Control, all then-unvested stock options shall become fully vested.
3. Subject 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 September 18, 2019, September 18, 2020, September 18, 2021 and September 18, 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.
4. This option is vested with respect to 6,424 underlying shares and, subject to the reporting person's continued employment with the issuer through the applicable vesting date, will vest with respect to the remaining 19,270 underlying shares in equal installments on 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.
5. This option is vested with respect to 4,350 underlying shares and, subject to the reporting person's continued employment with the issuer through the applicable vesting date, will vest with respect to the remaining 2,900 underlying shares in equal installments on August 26, 2019 and August 26, 2020. Notwithstanding the foregoing, upon a Change in Control (as defined in the Amended and Restated Expo Event Holdco, Inc. 2013 Stock Option Plan), all then-unvested stock options shall become fully vested.
6. This option is vested with respect to 1,425 underlying shares and, subject to the reporting person's continued employment with the issuer through the applicable vesting date, will vest with respect to the remaining 950 underlying shares in equal installments on August 26, 2019 and August 26, 2020. Notwithstanding the foregoing, upon a Change in Control (as defined in the Amended and Restated Expo Event Holdco, Inc. 2013 Stock Option Plan), all then-unvested stock options shall become fully vested.
7. This option is vested with respect to 3,900 underlying shares and, subject to the reporting person's continued employment with the issuer through the applicable vesting date, will vest with respect to the remaining 975 underlying shares on March 9, 2020. Notwithstanding the foregoing, upon a Change in Control (as defined in the Amended and Restated Expo Event Holdco, Inc. 2013 Stock Option Plan), all then-unvested stock options shall become fully vested.
8. This option is vested with respect to 2,000 underlying shares and, subject to the reporting person's continued employment with the issuer through the applicable vesting date, will vest with respect to the remaining 500 underlying shares on March 9, 2020. Notwithstanding the foregoing, upon a Change in Control (as defined in the Amended and Restated Expo Event Holdco, Inc. 2013 Stock Option Plan), all then-unvested stock options shall become fully vested.
9. These options are fully vested and exercisable.
/s/ David Gosling, Attorney-in-Fact 08/08/2019
** 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 5 (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).
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