Onex OP V Holdings SARL - Dec 21, 2023 Form 3 Insider Report for Emerald Holding, Inc. (EEX)

Role: 10%+ Owner
Signature: ONEX OP V HOLDINGS SARL, By: /s/ Joshua Hausman, Type A Manager, and /s/ Sascha Groll, Type B Manager
Stock symbol: EEX
Transactions as of: Dec 21, 2023
Transactions value $: $0
Form type: 3
Date filed: 1/2/2024, 04:15 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	EEX	Common Stock						47.1M	Dec 21, 2023	See footnotes	F1, F2, F3, F4

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
holding	EEX	Series A Convertible Participating Preferred Stock							Dec 21, 2023	Common Stock	181M		See footnote	F4, F5, F6

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

Explanation of Responses:

Id	Content
F1	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 (vii) 470,583 shares of Common Stock held of record by Onex Advisor Subco III LLC.
F2	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, Onex Partners III Select LP, and Onex Partners III PV LP through Onex Corporation's indirect ownership or 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, (continues)
F3	(continued) (c) Onex US Principals LP, through Onex Corporation's ownership of all of the 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 OP V Holdings SARL, through Onex Corporation's ownership of all of the equity of Onex Private Equity Holdings LLC, which owns all of the equity of Onex Partners Holdings LLC, which owns all of the 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 of Onex Advisor Subco III LLC. Mr. Schwartz disclaims any such beneficial ownership, except to the extent of his pecuniary interest therein.
F4	Following an internal reorganization and by reason of the relationships described herin, the reporting persons may be deemed to share beneficial ownership of the securities reported herein. The reporting persons disclaim beneficial ownership of any such securities, except to the extent of their pecuniary interest therein.
F5	The Series A Convertible Participating Preferred Stock (the "Series A Preferred Stock") is convertible into a number of shares of Common Stock that is equal to the amount of the accreted liquidation preference per share of Series A Preferred Stock divided by the conversion price then in effect. The Series A Preferred Stock is currently exercisable and has no expiration date.
F6	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 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. Mr. Gerald W. Schwartz, the Chairman and Founder 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 any such beneficial ownership, except to the extent of his pecuniary interest therein.