Herve Sedky - Mar 1, 2023 Form 4 Insider Report for Emerald Holding, Inc. (EEX)

Role: President and CEO
Signature: /s/ Herve Sedky
Stock symbol: EEX
Transactions as of: Mar 1, 2023
Transactions value $: $0
Form type: 4
Date filed: 3/3/2023, 04:34 PM
Previous filing: Jan 5, 2023
Next filing: Jan 8, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	EEX	Common Stock						327K	Mar 1, 2023	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	EEX	Stock Option (Right to Buy)	Award	$0	+3.35M		$0.00	3.35M	Mar 1, 2023	Common Stock	3.35M	$3.81	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents the corrected number of common shares beneficially held as of the date of this filing, after giving effect to the inclusion of 40,420 shares held by the reporting person, as previously reported in the Form 3/A filed with the Securities and Exchange Commission on January 28, 2021.
F2	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.

Content

Represents the corrected number of common shares beneficially held as of the date of this filing, after giving effect to the inclusion of 40,420 shares held by the reporting person, as previously reported in the Form 3/A filed with the Securities and Exchange Commission on January 28, 2021.

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.