Sec Form 4 Filing - ONEX CORP @ Emerald Holding, Inc. - 2024-05-02

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 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) 161 BAY STREET,, P.O. BOX 700 3. Date of Earliest Transaction (MM/DD/YY) 05/02/2024 (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 05/02/2024 M 137,461,868 A 184,520,200 I See footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 )

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 ) 05/02/2024 M 69,718,919 ( 1 ) ( 1 ) Common Stock 137,461,868 ( 1 ) 0 I See footnotes ( 3 ) ( 4 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ONEX CORP 161 BAY STREET, P.O. BOX 700 TORONTO, A6M5J 2S1 X SCHWARTZ GERALD W C/O ONEX CORPORATION,161 BAY STREET, P.O. BOX 700 TORONTO, A6M5J 2S1 X Onex Partners GP Inc. C/O ONEX CORPORATION,161 BAY STREET, P.O. BOX 700 TORONTO, A6M5J 2S1 X Onex Partners III GP LP C/O ONEX CORPORATION,161 BAY STREET, P.O. BOX 700 TORONTO, A6M5J 2S1 X ONEX PARTNERS III LP C/O ONEX CORPORATION,161 BAY STREET, P.O. BOX 700 TORONTO, A6M5J 2S1 X ONEX PARTNERS III PV LP C/O ONEX CORPORATION,161 BAY STREET, P.O. BOX 700 TORONTO, A6M5J 2S1 X Onex Partners III Select LP C/O ONEX CORPORATION,161 BAY STREET, P.O. BOX 700 TORONTO, A6M5J 2S1 X Onex American Holdings II LLC C/O ONEX CORPORATION,161 BAY STREET, P.O. BOX 700 TORONTO, A6M5J 2S1 X Onex American Holdings GP LLC C/O ONEX CORPORATION,161 BAY STREET, P.O. BOX 700 TORONTO, A6M5J 2S1 X Onex US Principals LP C/O ONEX CORPORATION,161 BAY STREET, P.O. BOX 700 TORONTO, A6M5J 2S1 X Signatures Onex Corporation, By: /s/ David Copeland, Managing Director - Tax 03/31/2025 Signature of Reporting Person Date Gerald W. Schwartz, By:/s/ Chris Govan, attorney-in-fact for Gerald W. Schwartz 03/31/2025 Signature of Reporting Person Date Onex Partners GP Inc., By: /s/ Amir Motamedi, Vice President 03/31/2025 Signature of Reporting Person Date Onex Partners III GP LP, By: Onex Partners GP Inc., its General Partner, By: /s/ Amir Motamedi, Vice President 03/31/2025 Signature of Reporting Person Date Onex Partners III LP, By: Onex Partners III GP LP, its General Partner, By: Onex Partners GP Inc., its General Partner, By: /s/ Amir Motamedi, Vice President 03/31/2025 Signature of Reporting Person Date Onex Partners III PV LP, By: Onex Partners III GP LP, its General Partner, By: Onex Partners GP Inc., its General Partner, By: /s/ Amir Motamedi, Vice President 03/31/2025 Signature of Reporting Person Date Onex Partners III Select LP, By: Onex Partners III GP LP, its General Partner, By: Onex Partners GP Inc., its General Partner, By: /s/ Amir Motamedi, Vice President 03/31/2025 Signature of Reporting Person Date Onex American Holdings II LLC, By: /s/ Amir Motamedi, Director 03/31/2025 Signature of Reporting Person Date Onex American Holdings GP LLC, By: /s/ Amir Motamedi, Director 03/31/2025 Signature of Reporting Person Date Onex US Principals LP, By: Onex American Holdings GP LLC, its General Partner, By: /s/ Amir Motamedi, Director 03/31/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series A Convertible Participating Preferred Stock (the "Series A Preferred Stock") was held directly by OPV Gem Aggregator LP and 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. On May 2, 2024, the Issuer mandatorily converted all of the outstanding Series A Preferred Stock into Common Stock. As a result, all of the Series A Preferred Stock held of record by OPV Gem Aggregator LP automatically converted into 137,461,868 shares of Common Stock. ( 2 )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, (vii) 470,583 shares of Common Stock held of record by Onex Advisor Subco III LLC, and (viii) 137,461,868 shares of Common Stock held of record by OPV Gem Aggregator LP. ( 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 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 Private Equity Holdings LLC ("OPEH"), which owns all of the equity of Onex American Holdings GP LLC, the general partner of Onex US Principals LP, ( 4 )(continued) (d) Onex OP V Holdings SARL, through Onex Corporation's ownership of all of the equity of OPEH, which owns 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; (e) 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 III LLC; and (f) 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. ( 5 )Mr. Gerald W. Schwartz, the Chairman of Onex Corporation, indirectly owns shares representing a majority of t he 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. Each of these entities and Mr. Schwartz disclaims such beneficial ownership except to the extent of their pecuniary interest therein.

Remarks: Due to the limitations of the electronic filing system, Onex Private Equity Holdings LLC, Onex Partners Holdings LLC, Onex OP V Holdings SARL, 1597257 Ontario Inc., New PCo II Investments Ltd., Onex Advisor Subco III LLC, 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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