SEC FORM 4

SEC FORM 4SEC 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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Onex Partners Holdings LLC

(Last)

(First)

(Middle)

161 BAY STREET, P.O. BOX 700

(Street)

TORONTO

ONTARIO

M5J 2S1

(City)

(State)

(Zip)

ONTARIO, CANADA

(Country)

2. Issuer Name and Ticker or Trading Symbol
Emerald Holding, Inc. [ EEX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/14/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/14/2026		D⁽¹⁾⁽²⁾		184,049,617⁽³⁾	D⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	0	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Onex Partners Holdings LLC

(Last)

(First)

(Middle)

161 BAY STREET, P.O. BOX 700

(Street)

TORONTO

ONTARIO

M5J 2S1

(City)

(State)

(Zip)

ONTARIO, CANADA

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Onex OP V Holdings SARL

(Last)

(First)

(Middle)

C/O ONEX CORPORATION

161 BAY STREET, P.O. BOX 700

(Street)

TORONTO

ONTARIO

MJ5 2S1

(City)

(State)

(Zip)

ONTARIO, CANADA

(Country)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Onex American Holdings GP LLC

(Last)

(First)

(Middle)

C/O ONEX CORPORATION

161 BAY STREET, P.O. BOX 700

(Street)

TORONTO

ONTARIO

MJ5 2S1

(City)

(State)

(Zip)

ONTARIO, CANADA

(Country)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Onex US Principals LP

(Last)

(First)

(Middle)

C/O ONEX CORPORATION

161 BAY STREET, P.O. BOX 700

(Street)

TORONTO

ONTARIO

MJ5 2S1

(City)

(State)

(Zip)

ONTARIO, CANADA

(Country)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Onex Partners Canadian GP Inc.

(Last)

(First)

(Middle)

C/O ONEX CORPORATION

161 BAY STREET, P.O. BOX 700

(Street)

TORONTO

ONTARIO

MJ5 2S1

(City)

(State)

(Zip)

ONTARIO, CANADA

(Country)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Onex Partners V GP Ltd

(Last)

(First)

(Middle)

C/O ONEX CORPORATION

161 BAY STREET, P.O. BOX 700

(Street)

TORONTO

ONTARIO

MJ5 2S1

(City)

(State)

(Zip)

ONTARIO, CANADA

(Country)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

OPV Gem Aggregator LP

(Last)

(First)

(Middle)

C/O ONEX CORPORATION

161 BAY STREET, P.O. BOX 700

(Street)

TORONTO

ONTARIO

MJ5 2S1

(City)

(State)

(Zip)

ONTARIO, CANADA

(Country)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Gilis Kosty

(Last)

(First)

(Middle)

C/O ONEX CORPORATION

161 BAY STREET, P.O. BOX 700

(Street)

TORONTO

ONTARIO

MJ5 2S1

(City)

(State)

(Zip)

ONTARIO, CANADA

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

Munk Anthony

(Last)

(First)

(Middle)

C/O ONEX CORPORATION

161 BAY STREET, P.O. BOX 700

(Street)

TORONTO

ONTARIO

MJ5 2S1

(City)

(State)

(Zip)

ONTARIO, CANADA

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

Explanation of Responses:

1. Pursuant to and in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated May 9, 2026, entered into by Emerald Holding, Inc., a Delaware corporation (the "Company" or "Emerald"), Emma Buyer, LLC, a Delaware limited liability company ("Parent"), and Emma Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), on July 14, 2026, Merger Sub merged with and into Emerald, with Emerald surviving the merger and becoming a wholly-owned subsidiary of Parent ( such merger, the "Transaction"). Parent and Merger Sub are newly formed holding companies owned by funds managed by affiliates of Apollo Global Management, Inc. ("Apollo").

2. (Continued from footnote 1) Each share of common stock, par value $0.01 per share, of Emerald (each, a share of "Emerald Common Stock") issued and outstanding immediately prior to the effective time of the Transaction (the "Effective Time"), other than shares of Emerald Common Stock (i) held by Emerald as treasury stock or owned by Parent or Merger Sub (which were cancelled) or any wholly owned subsidiary of Emerald and Parent (other than Merger Sub), or (ii) as to which appraisal rights were properly exercised in accordance with Delaware law (and not validly withdrawn), was cancelled and converted into the right to receive $5.03 per share of Emerald Common Stock in cash (the "Merger Consideration"), without interest.

3. 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 137,461,868 shares of Common Stock held of record by OPV Gem Aggregator LP.

4. Onex Corporation, a corporation whose subordinated voting shares are traded on the Toronto Stock Exchange, 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 American Holdings GP LLC, the general partner of Onex US Principals LP,

5. (continued) (d) Onex OP V Holdings SARL, through Onex Corporation's ownership of 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; and (e) 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.

6. Effective upon completion of the Transaction, each of Mr. Gilis and Mr. Munk has ceased to serve as a director of the Company. Mr. Gilis and Mr. Munk, as directors designated by Onex Corporation, may have been deemed to have been the beneficial owners of the Common Shares owned of record or beneficially owned by the Reporting Persons managed by or affiliated with Onex Corporation prior to the Transaction. Neither Mr. Gilis nor Mr. Munk was the record owner of any Common Shares prior to the completion of the Transaction, and each of them disclaims any beneficial ownership of the Common Shares owned of record or beneficially owned by the Reporting Persons managed by or affiliated with Onex Corporation except to the extent of his respective pecuniary interest, if any, therein.

Remarks:

Due to the limitations of the electronic filing system, Onex Corporation, Gerald W. Schwartz, Onex Partners GP Inc., Onex Partners III GP LP, Onex Partners III LP, Onex Partners III PV LP, Onex Partners III Select LP, New PCo II Investments, Ltd., Onex Advisor Subco III LLC and 1597257 Ontario Inc. are filing a separate Form 4.

	Onex Partners Holdings LLC, By: Onex Corporation, By: /s/ Amir Motamedi, Director	07/14/2026
	Onex OP V Holdings SARL, By: /s/ Amir Motamedi, Type A Manager and /s/ Sascha Groll, Type B Manager	07/14/2026
	Onex American Holdings GP LLC, By: /s/ Amir Motamedi, Director	07/14/2026
	Onex US Principals LP, By: Onex American Holdings GP LLC, its General Partner, By: /s/ Amir Motamedi, Director	07/14/2026
	Onex Partners Canadian GP Inc., By: /s/ David Copeland, Vice President and /s/ Colin Sam, Managing Director	07/14/2026
	Onex Partners V GP Limited, By: /s/ Kosty Gilis, Authorized Person	07/14/2026
	OPV GEM Aggregator LP., By: Onex Partners V GP Limited, its General Partner, By: /s/ Kosty Gilis, Authorized Person	07/14/2026
	Kosty Gilis, /s/ Kosty Gilis	07/14/2026
	Anthony Munk, /s/Anthony Munk	07/14/2026
	** 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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* Form 4: SEC 1474 (03-26)