Emerald Holding (NYSE: EEX) director shares cancelled in $5.03-per-share cash merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Emerald Holding, Inc. director David Saul Levin reported a disposition to the issuer of 314,253.148 shares of Common Stock on July 14, 2026, leaving him with 0 shares. The shares were cancelled in a merger and converted into the right to receive $5.03 in cash per share.
The total included 23,255 restricted stock units (RSUs), which became fully vested at the merger’s effective time and were similarly cancelled and converted into cash based on the same $5.03 per-share Merger Consideration.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
Levin David Saul
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 314,253.148 | -- | -- |
Holdings After Transaction:
Common Stock — 0 shares (Direct)
Footnotes (1)
- 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. 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"). 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.
Key Figures
Shares Disposed: 314,253.148 shares
Post-transaction Holdings: 0 shares
Merger Consideration: $5.03 per share
+3 more
6 metrics
Shares Disposed
314,253.148 shares
Common Stock disposed of to the issuer on July 14, 2026
Post-transaction Holdings
0 shares
Total Common Stock held by David Saul Levin after the merger-related disposition
Merger Consideration
$5.03 per share
Cash received per share of Common Stock cancelled in the merger
Restricted Stock Units
23,255 RSUs
Time-based RSUs that vested, were cancelled, and converted into cash at the merger
Merger Effective Date
July 14, 2026
Date Merger Sub merged with and into Emerald Holding
Merger Agreement Date
May 9, 2026
Date of the Agreement and Plan of Merger among Emerald, Parent, and Merger Sub
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock units ("RSUs"), Effective Date
4 terms
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated May 9, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Merger Consideration financial
"converted into the right to receive $5.03 in cash, without interest, per share ... (the "Merger Consideration")"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
restricted stock units ("RSUs") financial
"Includes 23,255 restricted stock units ("RSUs") subject to time-based vesting requirements"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Effective Date regulatory
"on July 14, 2026 (the "Effective Date"), Merger Sub merged with and into the Issuer"
The effective date is the specific calendar day when a contract, regulatory action, corporate change, or financial disclosure officially begins to apply and take legal or operational effect. For investors, it marks the moment rules, obligations, ownership, pricing, or reporting change—similar to the exact minute a light switch is flipped—so it determines when rights, liabilities, or market impacts start and which periods or transactions are affected.
FAQ
What insider transaction did Emerald Holding (EEX) director David Saul Levin report?
David Saul Levin reported a disposition to the issuer of 314,253.148 shares of Common Stock on July 14, 2026. All these shares were cancelled in connection with a merger and converted into the right to receive $5.03 in cash per share.
What merger event triggered David Saul Levin’s Form 4 filing for Emerald Holding (EEX)?
The filing reflects a merger where Emma Merger Sub, Inc. merged with and into Emerald Holding on July 14, 2026. Emerald Holding continued as the surviving corporation and became a wholly-owned subsidiary of Emma Buyer, LLC under an Agreement and Plan of Merger.
How were David Saul Levin’s restricted stock units in Emerald Holding (EEX) treated in the merger?
The transaction included 23,255 restricted stock units (RSUs) subject to time-based vesting. At the merger’s effective time, these RSUs automatically became fully vested, were cancelled, and converted into cash equal to the RSU share count multiplied by the $5.03 Merger Consideration.