4//SEC Filing
Shankland Sally 4
Accession 0001127602-19-020897
CIK 0001579214other
Filed
Jun 4, 8:00 PM ET
Accepted
Jun 5, 4:41 PM ET
Size
13.1 KB
Accession
0001127602-19-020897
Insider Transaction Report
Form 4
Shankland Sally
DirectorCEO & President
Transactions
- Award
Common Stock
2019-06-03+61,350→ 61,350 total - Award
Stock Option (Right to Buy)
2019-06-03+125,523→ 125,523 totalExercise: $11.41From: 2020-06-03Exp: 2029-06-03→ Common Stock (125,523 underlying) - Award
Performance Based Share Award
2019-06-03+651,262→ 651,262 totalExercise: $0.00Exp: 2029-06-03→ Common Stock (651,262 underlying)
Footnotes (6)
- [F1]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.
- [F2]Includes 61,350 unvested restricted stock units.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.
Documents
Issuer
Emerald Expositions Events, Inc.
CIK 0001579214
Entity typeother
Related Parties
1- filerCIK 0001774544
Filing Metadata
- Form type
- 4
- Filed
- Jun 4, 8:00 PM ET
- Accepted
- Jun 5, 4:41 PM ET
- Size
- 13.1 KB