Sec Form 4 Filing - Field Brian @ Emerald Holding, Inc. - 2021-01-04

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Field Brian 2. Issuer Name and Ticker or Trading Symbol Emerald Holding, Inc. [ EEX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) EMERALD HOLDING, INC., 100 BROADWAY, 14TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/04/2021 (Street) NEW YORK, NY10005 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/04/2021 A( 1 ) 73,527 A $ 0 157,769 ( 2 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Option (Right to Buy) $ 5.26 01/04/2021 A 874,937 ( 3 ) 01/04/2031 Common Stock 874,937 $ 0 874,937 D Stock Option (Right to Buy) $ 6 01/04/2021 A 735,000 ( 3 ) 01/04/2031 Common Stock 735,000 $ 0 735,000 D Stock Option (Right to Buy) $ 8 01/04/2021 A 735,000 ( 3 ) 01/04/2031 Common Stock 735,000 $ 0 735,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Field Brian EMERALD HOLDING, INC. 100 BROADWAY, 14TH FLOOR NEW YORK, NY10005 Chief Operating Officer Signatures /s/ Brian Field 01/06/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported transaction is an award of restricted stock units in respect of the issuer's common stock. Subject to the reporting person's continued employment with the issuer through the applicable vesting date, these restricted stock units will vest as to 20% on each of January 4, 2022, January 4, 2023, January 4, 2024, January 4, 2025 and January 4, 2026 and be settled, with respect to vested restricted stock units, in shares of common stock no later than 15 days after each applicable vesting date. Notwithstanding the foregoing, underlying shares will become fully vested upon a Change in Control (as defined in the Emerald Expositions Events, Inc. 2017 Omnibus 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 settled shares until a date no later than January 4, 2028. ( 2 )Includes 137,842 unvested restricted stock units. ( 3 )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 January 4, 2022, January 4, 2023, January 4, 2024, January 4, 2025 and January 4, 2026. Notwithstanding the foregoing, any then unvested stock options will become fully vested upon a Change in Control, 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 January 4, 2028.

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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