SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GINOLA LTD

(Last)

(First)

(Middle)

C/O OGLER FIDUCIARY SERVICES LTD

WHITELEY CHAMBERS/DON STREET

(Street)

ST HELLER JERSEY JE4 92G

00000

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EMAGIN CORP [ EMA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/03/2004		P		594,838	A	$1.05	2,799,143	D
Common Stock	11/03/2004		P		594,838	A	$1.05	1,646,054	I	By Rainbow Gate Corporation⁽¹⁾
Common Stock	11/03/2004		P		650,800	A	$1.05	650,800	I	By Ogier Trustee (Jersey) Limited, as Trustee⁽²⁾
Common Stock								396,223	I	By Crestflower Corporation⁽²⁾
Common Stock								119,116	I	By Chelsea Trust Company, as Trustee⁽²⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Purchase Warrant (right to buy)	$1.21	11/03/2004		J⁽³⁾		297,419		04/25/2005	04/25/2010	Common Stock	297,419	⁽³⁾	297,419	D
Stock Purchase Warrant (right to buy)	$1.21	11/03/2004		J⁽⁴⁾		297,419		04/25/2005	04/25/2010	Common Stock	297,419	⁽⁴⁾	297,419	I	By Rainbow Gate Corporation⁽¹⁾
Stock Purchase Warrant (right to buy)	$1.21	11/03/2004		J⁽⁵⁾		325,400		04/25/2005	04/25/2010	Common Stock	325,400	⁽⁵⁾	325,400	I	By Ogier Trustee (Jersey) Limited, as Trustee⁽²⁾
Stock Purchase Warrant (right to buy)	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	123,288		123,288	D
Stock Purchase Warrant (right to buy)	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	218,657		218,657	D
Stock Purchase Warrant (right to buy)	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	1,291,651		1,291,651	D
Stock Purchase Warrant (right to buy)	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	249,785		249,785	D
Stock Purchase Warrant (right to buy)	⁽¹⁰⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	166,523		166,523	D
Stock Purchase Warrant (right to buy)	⁽¹¹⁾							⁽¹¹⁾	⁽¹¹⁾	Common Stock	289,310		289,310	I	By Rainbow Gate Corporation⁽¹⁾

Explanation of Responses:

1. These securities are owned by Rainbow Gate Corporation. The sole shareholder of the Reporting Person is also the sole shareholder of Rainbow Gate Corporation.

2. These securities are owned solely by Crestflower Corporation, Ogier Trustee (Jersey) Limited, as trustee, and Chelsea Trust Company Limited, as trustee, as indicated. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities.

3. The Stock Purchase Warrants were acquired with the 594,838 shares of common stock by the Reporting Person in a private placement by the Issuer on November 3, 2004.

4. The Stock Purchase Warrants were acquired with the 594,838 shares of common stock by Rainbow Gate Corporation in a private placement by the Issuer on November 3, 2004.

5. The Stock Purchase Warrants were acquired with the 658,000 shares of common stock by Ogier Trustee (Jersey) Limited, as trustee, in a private placement by the Issuer on November 3, 2004.

6. The warrants to purchase Issuer's Common Stock have an exercise price of $0.5469 per share, are exercisable immediately, and have an expiration date of November 26, 2004.

7. The warrants to purchase Issuer's Common Stock have an exercise price of $0.5469 per share, are exercisable immediately, and have an expiration date of January 14, 2005.

8. The warrants to purchase Issuer's Common Stock have an exercise price of $0.8110 per share, are exercisable immediately, and have an expiration date of April 25, 2006.

9. The warrants to purchase Issuer's Common Stock have an exercise price of $2.76 per share, are exercisable immediately, and will expire on December 31, 2005.

10. The warrants to purchase Issuer's Common Stock have an exercise price of $2.76 per share, are exercisable immediately, and will expire on June 10, 2006.

11. The warrants to purchase Issuer's Common Stock have an exercise price of $0.7542 per share, are exercisable immediately, and have an expiration date of February 28, 2005.

	/s/ Jonathan G. White, Director	11/05/2004
	** Signature of Reporting Person	Date
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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