Sec Form 4 Filing - Onex American Holdings II LLC @ Emerald Holding, Inc. - 2020-08-13

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 Onex American Holdings II LLC 2. Issuer Name and Ticker or Trading Symbol Emerald Holding, Inc. [ EEX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ONEX CORPORATION, 161 BAY STREET, SUITE 4900 3. Date of Earliest Transaction (MM/DD/YY) 08/13/2020 (Street) TORONTO, A6M5J 2S1 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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

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 Series A Convertible Participating Preferred Stock ( 1 ) 08/13/2020 A 22,660,587 ( 1 ) ( 1 ) Common Stock 36,050,934 $ 5.6 69,718,919 I See footnotes ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Onex American Holdings II LLC C/O ONEX CORPORATION 161 BAY STREET, SUITE 4900 TORONTO, A6M5J 2S1 X Onex American Holdings GP LLC C/O ONEX CORPORATION 161 BAY STREET, SUITE 4900 TORONTO, A6M5J 2S1 X Onex US Principals LP C/O ONEX CORPORATION 161 BAY STREET, SUITE 4900 TORONTO, A6M5J 2S1 X Onex Advisor Subco III LLC C/O ONEX CORPORATION 161 BAY STREET, SUITE 4900 TORONTO, A6M5J 2S1 X Onex Advisor Subco LLC C/O ONEX CORPORATION 161 BAY STREET, SUITE 4900 TORONTO, Z4M5J 2S1 X Signatures Onex US Principals LP, By: Onex American Holdings GP LLC, its General Partner, By: /s/ Matthew Ross, Director 08/17/2020 Signature of Reporting Person Date Onex Advisor Subco LLC, By: /s/ Joel I. Greenberg, Director 08/17/2020 Signature of Reporting Person Date Onex Advisor Subco III LLC, By: /s/ Joel I. Greenberg, Director 08/17/2020 Signature of Reporting Person Date Onex American Holdings II LLC, By: /s/ Matthew Ross, Director 08/17/2020 Signature of Reporting Person Date Onex American Holdings GP LLC, By: /s/ Matthew Ross, Director 08/17/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series A Convertible Participating Preferred Stock (the "Series A Preferred Stock") is held directly by OPV Gem Aggregator LP and 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. Each share of Series A Preferred Stock is initially convertible into approximately 1.59 shares of Common Stock, which is equivalent to the initial liquidation preference per share of $5.60 divided by the initial conversion price of $3.52 per share. The Series A Preferred Stock is currently exercisable and has no expiration date. ( 2 )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, President and Chief Executive Officer 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 such beneficial ownership, except to the extent of his pecuniary interest therein. ( 3 )New PCo II Investments Ltd. and Onex US Principals LP, by virtue of their limited partnership interests in Onex Partners V GP LP, may be deemed to share beneficial ownership of the securities reported herein, as may: (a) 1597257 Ontario Inc., which owns all of the voting equity of New PCo II Investments Ltd.; and (b) 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. Onex Advisor Subco III LLC by virtue of its limited partnership interests in OPV Gem Aggregator LP, may be deemed to share beneficial ownership of the securities reported herein, as may Onex Advisor Subco LLC, which owns all of the equity of Onex Advisor Subco III LLC. Each of these entities disclaims such beneficial ownership, except to the extent of its pecuniary interest therein.

Remarks: Filing 2 of 2. Due to the limitations of the electronic filing system, Onex Corp, Gerald W. Schwartz, 1597257 Ontario Inc., New PCo II Investments Ltd., Onex Partners Canadian GP Inc., Onex Partners V GP Limited, and OPV Gem Aggregator LP are filing a separate Form 4.

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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