4//SEC Filing
Field Brian 4
Accession 0001567619-19-022845
CIK 0001579214other
Filed
Dec 9, 7:00 PM ET
Accepted
Dec 10, 5:56 PM ET
Size
10.5 KB
Accession
0001567619-19-022845
Insider Transaction Report
Form 4
Field Brian
Chief Operating Officer
Transactions
- Award
Performance Based Share Award
2019-12-06+227,525→ 227,525 totalExercise: $0.00Exp: 2029-06-03→ Common Stock (227,525 underlying) - Disposition to Issuer
Performance Based Share Award
2019-12-06−133,507→ 0 totalExercise: $0.00Exp: 2029-06-03→ Common Stock (133,507 underlying)
Footnotes (5)
- [F1]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.
- [F2]The two reported transactions involved an amendment to the Performance Based Share Award to amend the Vesting Thresholds, resulting in the deemed cancellation of the "old" Performance Based Share Award and the grant of a replacement Performance Based Share Award. The award was originally granted on June 3, 2019.
- [F3]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.
- [F4]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.
- [F5]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 0001777561
Filing Metadata
- Form type
- 4
- Filed
- Dec 9, 7:00 PM ET
- Accepted
- Dec 10, 5:56 PM ET
- Size
- 10.5 KB