Sec Form 4 Filing - Field Brian @ Emerald Expositions Events, Inc. - 2019-06-03

Insider filing report for Changes in Beneficial Ownership
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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 Expositions Events, 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 EXPOSITIONS EVENTS, INC., 31910 DEL OBISPO STREET, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
06/03/2019
(Street)
SAN JUAN CAPISTRANO, CA92675
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 06/03/2019 A 21,473 ( 1 ) A $ 0 23,013 ( 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) $ 11.41 06/03/2019 A 43,933 06/03/2020( 3 ) 06/03/2029 Common Stock 43,933 $ 0 43,933 D
Performance Based Share Award $ 0 ( 4 ) 06/03/2019 A 133,507 ( 5 ) ( 6 ) 06/03/2029 Common Stock 133,507 $ 0 133,507 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Field Brian
EMERALD EXPOSITIONS EVENTS, INC.
31910 DEL OBISPO STREET, SUITE 200
SAN JUAN CAPISTRANO, CA92675
Chief Operating Officer
Signatures
/s/ David Gosling, Attorney-in-Fact 06/05/2019
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 33.3% on each of June 3, 2020, June 3, 2021 and June 3, 2022 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, if the reporting person's employment is terminated (i) by the issuer other than for Cause or (ii) by the reporting person for Good Reason (each of "Cause" and "Good Reason" as defined in the employment agreement between the reporting person and the issuer) prior to the third anniversary of the grant date, all then-unvested restricted stock units shall become fully vested.
( 2 )Includes 21,473 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 33.3% on each of June 3, 2020, June 3, 2021, and June 3, 2022. Notwithstanding the foregoing, upon a Change in Control (as defined in the Emerald Expositions Events, Inc. 2017 Omnibus Equity Plan) and the termination of the reporting person's employment (i) by the issuer other than for Cause or (ii) by the reporting person for Good Reason (each of "Cause" and "Good Reason" as defined in the employment agreement between the reporting person and the issuer) within three months before or 18 months after the Change in Control, all then-unvested stock options shall become fully vested.
( 4 )The Performance Based Share Award represents a contingent right to receive shares of the issuer's common stock based on the attainment of pre-established Vesting Thresholds as set forth and defined in the Performance Based Share Award Agreement.
( 5 )Represents the number of shares of the issuer's common stock the reporting person would be eligible to receive assuming (i) full vesting of the Performance Based Share Award and (ii) the closing price per share on the trading day on which each Vesting Threshold is satisfied is equivalent to the price per share applicable to each such Vesting Threshold. The actual number of shares to be received may be lower based on (i) whether individual Vesting Thresholds are actually achieved and (ii) the actual closing price per share of the issuer's common stock on the trading day on which the relevant Vesting Threshold is satisfied.
( 6 )Subject to the reporting person's continued employment with the issuer through the applicable vesting date, the Performance Based Share Award will vest upon the attainment of certain pre-established Vesting Thresholds set forth in the Performance Based Share Award Agreement and be settled in shares of common stock no later than 15 days after each applicable vesting date. Notwithstanding the foregoing, the Performance Based Share Award shall vest with respect to each Vesting Threshold upon a Change in Control (as defined in the Emerald Expositions Events, Inc. 2017 Omnibus Equity Plan) if the price per share paid by the buyer exceeds such Vesting Threshold, and any remaining unvested portion of the award shall be forfeited as of the closing of such Change in Control. Further, if the reporting person's employment is terminated (i) by the issuer other than for Cause or (ii) by the reporting person for Good Reason (each of "Cause" and "Good Reason" as defined in the employment agreement between the reporting person and the issuer) within three months prior to the earlier of (x) the date of execution of a definitive agreement resulting in a Change in Control or (y) the date of the Change in Control, then any unvested shares subject to the Performance Based Share Award shall remain eligible to vest upon the Change in Control in accordance with the terms of the agreement.

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