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 Expositions Events, 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)
05/03/2017
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
Common Stock 05/03/2017 S 7,491,667(1) D $17 53,808,332 I See footnotes(2)(3)(4)(5)
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
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 STREEET, SUITE 4900

(Street)
TORONTO A6 A6 M5J 2S1

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ONEX PARTNERS III 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 Partners III GP 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 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 PARTNERS III PV 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 Expo SARL

(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 Partners III Select 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 Partners Manager GP ULC

(Last) (First) (Middle)
C/O ONEX CORPORATION
161 BAY STREET, SUITE 4900

(Street)
TORONTO A6 M5J 2S1

(City) (State) (Zip)
Explanation of Responses:
1. Includes 5,275,128, 219,281, 67,367, 66,883, 1,771,126, 16,965 and 74,917 shares of common stock sold by Onex Partners III LP, Onex Partners III GP LP, Onex US Principals LP, Onex Partners III PV LP, Onex Expo SARL, Onex Partners III Select LP and Onex Advisor Subco III LLC, respectively. The shares of common stock were sold pursuant to the Underwriting Agreement, dated April 27, 2017, entered into in connection with the Issuer's initial public offering.
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 (a) Onex Partners III LP, through Onex Corporation's indirect ownership or control of Onex Partners Manager GP ULC, the general partner of Onex Partners Manager LP, the agent of Onex Partners III GP LP, the general partner of Onex Partners III 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 equity of 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, (d) Onex Partners III PV LP, through Onex Corporation's indirect ownership or control of Onex Partners Manager GP ULC,
3. (continued from footnote 2) the general partner of Onex Partners Manager LP, the agent of Onex Partners III GP LP, the general partner of Onex Partners III PV LP, (e) Onex Expo SARL, through Onex Corporation's ownership of all of the equity of Onex American Holdings II LLC, which owns all of the equity of (i) Onex American Holdings Subco LLC, which in turn holds all of the equity of OAH Wind LLC, which owns approximately 95% of the outstanding equity of Onex Expo SARL, and (ii) all of the outstanding equity of each of Expo EI LLC and Expo EI II LLC which, through their collective ownership of Expo EI III LLC, own the remaining outstanding equity of Onex Expo SARL, (f) Onex Partners III Select LP, through Onex Corporation's indirect ownership or control of Onex Partners Manager GP ULC, the general partner of Onex Partners Manager LP, the agent of Onex Partners III GP LP, the general partner of Onex Partners III Select LP, and
4. (continued from footnote 3) (g) 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 LLC which in turn owns all of the equity of Onex Advisor Subco III LLC. 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.
5. Due to the limitations of the Securities and Exchange Commission's EDGAR system, Onex Partners Manager LP, Onex Partners GP Inc., Onex American Holdings II LLC, Onex American Holdings GP LLC, Onex American Holdings Subco LLC, OAH Wind LLC, Expo EI LLC, Expo EI II LLC, Expo EI III LLC, 1597257 Ontario Inc., New PCo II Investments Ltd. and Onex Advisor Subco LLC filed a separate Form 4.
Remarks:
Power of Attorney incorporated by reference to Exhibit 99.3 to Amendment No. 1 to Schedule 13G filed with the Securities and Exchange Commission with respect to Fly Leasing Limited on April 3, 2017.
Onex Corporation, By: /s/ Andrea E. Daly, Managing Director, General Counsel and Secretary 05/03/2017
Gerald W. Schwartz, By: /s/ Andrea E. Daly, attorney-in-fact for Gerald W. Schwartz 05/03/2017
Onex Partners III LP, By: Onex Partners III GP LP, its General Partner, By: Onex Partners Manager LP, its Agent, By: Onex Partners Manager GP ULC, its General Partner, By: /s/ Matthew Ross, Managing Director 05/03/2017
Onex Partners III GP LP, By: Onex Partners GP Inc., its General Partner, By: /s/ Matthew Ross, Vice President 05/03/2017
Onex US Principals LP, By: Onex American Holdings GP LLC, its General Partner, By: /s/ Matthew Ross, Director 05/03/2017
Onex Partners III PV LP, By: Onex Partners III GP LP, its General Partner, By: Onex Partners Manager LP, its Agent, By: Onex Partners Manager GP ULC, its General Partner, By: /s/ Matthew Ross, Managing Director 05/03/2017
Onex Expo SARL, By: /s/ Joshua Hausman, Type A Manager 05/03/2017
Onex Partners III Select LP, By: Onex Partners III GP LP, its General Partner, By: Onex Partners Manager LP, its Agent, By: Onex Partners Manager GP ULC, its General Partner, By: /s/ Matthew Ross, Managing Director 05/03/2017
Onex Advisor Subco III LLC, By: /s/ Joel I. Greenberg, Director 05/03/2017
Onex Partners Manager GP ULC, By: /s/ Matthew Ross, Managing Director 05/03/2017
** 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).
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