4//SEC Filing
ONEX CORP 4
Accession 0001641172-25-001700
CIK 0001579214other
Filed
Mar 30, 8:00 PM ET
Accepted
Mar 31, 4:05 PM ET
Size
27.8 KB
Accession
0001641172-25-001700
Insider Transaction Report
Form 4
SCHWARTZ GERALD W
10% Owner
Transactions
- Exercise/Conversion
Series A Convertible Participating Preferred Stock
2024-05-02−69,718,919→ 0 total(indirect: See footnotes)→ Common Stock (137,461,868 underlying) - Exercise/Conversion
Common Stock
2024-05-02+137,461,868→ 184,520,200 total(indirect: See footnotes)
Onex Partners GP Inc.
10% Owner
Transactions
- Exercise/Conversion
Series A Convertible Participating Preferred Stock
2024-05-02−69,718,919→ 0 total(indirect: See footnotes)→ Common Stock (137,461,868 underlying) - Exercise/Conversion
Common Stock
2024-05-02+137,461,868→ 184,520,200 total(indirect: See footnotes)
Onex Partners III GP LP
10% Owner
Transactions
- Exercise/Conversion
Series A Convertible Participating Preferred Stock
2024-05-02−69,718,919→ 0 total(indirect: See footnotes)→ Common Stock (137,461,868 underlying) - Exercise/Conversion
Common Stock
2024-05-02+137,461,868→ 184,520,200 total(indirect: See footnotes)
ONEX PARTNERS III PV LP
10% Owner
Transactions
- Exercise/Conversion
Series A Convertible Participating Preferred Stock
2024-05-02−69,718,919→ 0 total(indirect: See footnotes)→ Common Stock (137,461,868 underlying) - Exercise/Conversion
Common Stock
2024-05-02+137,461,868→ 184,520,200 total(indirect: See footnotes)
Onex Partners III Select LP
10% Owner
Transactions
- Exercise/Conversion
Common Stock
2024-05-02+137,461,868→ 184,520,200 total(indirect: See footnotes) - Exercise/Conversion
Series A Convertible Participating Preferred Stock
2024-05-02−69,718,919→ 0 total(indirect: See footnotes)→ Common Stock (137,461,868 underlying)
ONEX PARTNERS III LP
10% Owner
Transactions
- Exercise/Conversion
Series A Convertible Participating Preferred Stock
2024-05-02−69,718,919→ 0 total(indirect: See footnotes)→ Common Stock (137,461,868 underlying) - Exercise/Conversion
Common Stock
2024-05-02+137,461,868→ 184,520,200 total(indirect: See footnotes)
Onex US Principals LP
10% Owner
Transactions
- Exercise/Conversion
Common Stock
2024-05-02+137,461,868→ 184,520,200 total(indirect: See footnotes) - Exercise/Conversion
Series A Convertible Participating Preferred Stock
2024-05-02−69,718,919→ 0 total(indirect: See footnotes)→ Common Stock (137,461,868 underlying)
ONEX CORP
10% Owner
Transactions
- Exercise/Conversion
Series A Convertible Participating Preferred Stock
2024-05-02−69,718,919→ 0 total(indirect: See footnotes)→ Common Stock (137,461,868 underlying) - Exercise/Conversion
Common Stock
2024-05-02+137,461,868→ 184,520,200 total(indirect: See footnotes)
Onex American Holdings II LLC
10% Owner
Transactions
- Exercise/Conversion
Series A Convertible Participating Preferred Stock
2024-05-02−69,718,919→ 0 total(indirect: See footnotes)→ Common Stock (137,461,868 underlying) - Exercise/Conversion
Common Stock
2024-05-02+137,461,868→ 184,520,200 total(indirect: See footnotes)
Onex American Holdings GP LLC
10% Owner
Transactions
- Exercise/Conversion
Series A Convertible Participating Preferred Stock
2024-05-02−69,718,919→ 0 total(indirect: See footnotes)→ Common Stock (137,461,868 underlying) - Exercise/Conversion
Common Stock
2024-05-02+137,461,868→ 184,520,200 total(indirect: See footnotes)
Footnotes (5)
- [F1]The Series A Convertible Participating Preferred Stock (the "Series A Preferred Stock") was held directly by OPV Gem Aggregator LP and 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. On May 2, 2024, the Issuer mandatorily converted all of the outstanding Series A Preferred Stock into Common Stock. As a result, all of the Series A Preferred Stock held of record by OPV Gem Aggregator LP automatically converted into 137,461,868 shares of Common Stock.
- [F2]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, (vii) 470,583 shares of Common Stock held of record by Onex Advisor Subco III LLC, and (viii) 137,461,868 shares of Common Stock held of record by OPV Gem Aggregator LP.
- [F3]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 of record by (a) Onex Partners III LP, Onex Partners III Select LP, and Onex Partners III PV LP through Onex Corporation's direct ownership and 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, (c) Onex US Principals LP, through Onex Corporation's ownership of all of the equity of Onex Private Equity Holdings LLC ("OPEH"), which owns all of the equity of Onex American Holdings GP LLC, the general partner of Onex US Principals LP,
- [F4](continued) (d) Onex OP V Holdings SARL, through Onex Corporation's ownership of all of the equity of OPEH, which owns all of the equity of Onex American Holdings Subco LLC, which controls Onex Partners Holdings LLC, which in turn owns all of the outstanding 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 interest of Onex Advisor Subco III LLC; and (f) 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.
- [F5]Mr. Gerald W. Schwartz, the Chairman 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. Each of these entities and Mr. Schwartz disclaims such beneficial ownership except to the extent of their pecuniary interest therein.
Documents
Issuer
Emerald Holding, Inc.
CIK 0001579214
Entity typeother
IncorporatedOntario, Canada
Related Parties
1- filerCIK 0000937226
Filing Metadata
- Form type
- 4
- Filed
- Mar 30, 8:00 PM ET
- Accepted
- Mar 31, 4:05 PM ET
- Size
- 27.8 KB