Sec Form 4 Filing - ONEX CORP @ Emerald Expositions Events, Inc. - 2018-04-03

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
ONEX CORP
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 X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
161 BAY STREET, SUITE 4900,
3. Date of Earliest Transaction (MM/DD/YY)
04/03/2018
(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
Common Stock 04/03/2018 S 750,000 ( 1 ) D $ 17.76 ( 2 ) 47,058,332 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 (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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ONEX CORP
161 BAY STREET, SUITE 4900
TORONTO, A6M5J 2S1
X
Onex Partners Manager LP
C/O ONEX CORPORATION
161 BAY STREET, SUITE 4900
TORONTO, A6M5J 2S1
X
Onex Partners GP Inc.
C/O ONEX CORPORATION
161 BAY STREET, SUITE 4900
TORONTO, A6M5J 2S1
X
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 American Holdings Subco LLC
C/O ONEX CORPORATION
161 BAY STREET, SUITE 4900
TORONTO, A6M5J 2S1
X
OAH Wind LLC
C/O ONEX CORPORATION
161 BAY STREET, SUITE 4900
TORONTO, A6M5J 2S1
X
Expo EI LLC
C/O ONEX CORPORATION
161 BAY STREET, SUITE 4900
TORONTO, A6M5J 2S1
X
Expo EI II LLC
C/O ONEX CORPORATION
161 BAY STREET, SUITE 4900
TORONTO, A6M5J 2S1
X
Expo EI III LLC
C/O ONEX CORPORATION
161 BAY STREET, SUITE 4900
TORONTO, A6M5J 2S1
X
Signatures
Onex Corporation, By: /s/ Andrea E. Daly, Managing Director, General Counsel and Secretary 04/05/2018
Signature of Reporting Person Date
Onex Partners Manager LP, By: Onex Partners Manager GP ULC, its General Partner, By: /s/ Matthew Ross, Managing Director 04/05/2018
Signature of Reporting Person Date
Onex Partners GP Inc., By: /s/ Matthew Ross, Vice President 04/05/2018
Signature of Reporting Person Date
Onex American Holdings II LLC, By: /s/ Matthew Ross, Director 04/05/2018
Signature of Reporting Person Date
Onex American Holdings GP LLC, By: /s/ Matthew Ross, Director 04/05/2018
Signature of Reporting Person Date
Onex American Holdings Subco LLC, By: /s/ Matthew Ross, Director 04/05/2018
Signature of Reporting Person Date
OAH Wind LLC, By: /s/ Matthew Ross, Director 04/05/2018
Signature of Reporting Person Date
Expo EI LLC, By: /s/ Matthew Ross, Director 04/05/2018
Signature of Reporting Person Date
Expo EI II LLC, By: /s/ Matthew Ross, Director 04/05/2018
Signature of Reporting Person Date
Expo EI III LLC, By: /s/ Matthew Ross, Director 04/05/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 528,099, 21,953, 6,744, 6,696, 177,310, 1,698 and 7,500 shares of common stock sold by Onex Partners III LP, Onex Partners III GP LP, Onex US Principals LP, Onex Partners III PV LP, Onex Expo SARL, Onex Partners III Select LP and Onex Advisor Subco III LLC, respectively. The shares of common stock were sold pursuant to the exercise of the option to purchase additional shares pursuant to the Underwriting Agreement dated March 8, 2018.
( 2 )This amount represents the $18.50 public offering price per share of the issuer's common stock less the underwriting discount of $0.74 per share.
( 3 )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 (a) Onex Partners III LP, through Onex Corporation's indirect ownership or control of Onex Partners Manager GP ULC, the general partner of Onex Partners Manager LP, the agent of Onex Partners III GP LP, the general partner of Onex Partners III 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 II LLC, which owns all of the equity of Onex American Holdings GP LLC, the general partner of Onex US Principals LP, (d) Onex Partners III PV LP, through Onex Corporation's indirect ownership or control of Onex Partners Manager GP ULC,
( 4 )(continued from footnote 3) the general partner of Onex Partners Manager LP, the agent of Onex Partners III GP LP, the general partner of Onex Partners III PV LP, (e) Onex Expo SARL, through Onex Corporation's ownership of all of the equity of Onex American Holdings II LLC, which owns all of the equity of (i) Onex American Holdings Subco LLC, which in turn holds all of the equity of OAH Wind LLC, which owns approximately 95% of the outstanding equity of Onex Expo SARL, and (ii) all of the outstanding equity of each of Expo EI LLC and Expo EI II LLC which, through their collective ownership of Expo EI III LLC, own the remaining outstanding equity of Onex Expo SARL, (f) Onex Partners III Select LP, through Onex Corporation's indirect ownership or control of Onex Partners Manager GP ULC, the general partner of Onex Partners Manager LP, the agent of Onex Partners III GP LP, the general partner of Onex Partners III Select LP, and
( 5 )(continued from footnote 4) (g) 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 LLC which in turn owns all of the equity of Onex Advisor Subco III LLC. 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.
( 6 )Due to the limitations of the Securities and Exchange Commission's EDGAR system, Gerald W. Schwartz, Onex Partners III LP, Onex Partners III GP LP, Onex US Principals LP, Onex Partners III PV LP, Onex Expo SARL, Onex Partners III Select LP, Onex Advisor Subco III LLC, Onex Partners Manager GP ULC, 1597257 Ontario Inc., New PCo II Investments Ltd. and Onex Advisor Subco LLC filed a separate Form 4.

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