CLARIZIO LYNDA M 4
4 · Emerald Holding, Inc. · Filed Jul 14, 2026
Research Summary
AI-generated summary of this filing
Emerald Holding (EEX) Director Lynda M. Clarizio Sells 137,708 Shares
What Happened
Lynda M. Clarizio, a director of Emerald Holding, Inc. (EEX), had 137,708 shares disposed of to the issuer on July 14, 2026 in connection with a merger. The shares were cancelled and converted into cash consideration of $5.03 per share, for an aggregate payment of approximately $692,671.24. The Form 4 shows the transaction price as N/A because the shares were converted under the merger agreement rather than sold on the open market.
Key Details
- Transaction date: July 14, 2026 (Effective Date of the merger).
- Consideration: $5.03 per share; total ≈ $692,671.24.
- Shares disposed: 137,708 (includes 23,255 RSUs that automatically vested and were converted to cash).
- Filing: Reported on 2026-07-14; no late filing indicated in the report.
- Relevant footnotes: (F1) Merger Agreement effective July 14, 2026; (F2) shares cancelled and converted into $5.03 cash per share; (F3) 23,255 time‑based RSUs vesting accelerated and converted to cash.
- Shares owned after transaction: Not specified in the filing.
Context
This was not an open-market sale by the insider but a cash-out of equity due to Emerald’s merger into a buyer (Merger Sub merged into the issuer and Emerald became a wholly-owned subsidiary). Such conversions are routine merger mechanics and do not necessarily indicate the insider’s voluntary trading intent or view on the company’s prospects.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-07-14−137,708→ 0 total
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated May 9, 2026, by and among the Issuer, Emma Buyer, LLC, a Delaware limited liability company ("Parent"), and Emma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), on July 14, 2026 (the "Effective Date"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Parent.
- [F2]In connection with the Merger, these shares were cancelled and converted into the right to receive $5.03 in cash, without interest, per share, subject to the terms and conditions of the Merger Agreement (the "Merger Consideration").
- [F3]Includes 23,255 restricted stock units ("RSUs") subject to time-based vesting requirements. Pursuant to the Merger Agreement, as of the Effective Time, these RSUs automatically became fully vested and were cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total number of shares of Common Stock subject to the RSUs multiplied by (ii) the Merger Consideration, without interest and subject to any applicable tax withholding.