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 OGIER FIDUCIARY SERVICES LIMITED

ST. HELIER

(Street)

JERSEY CHANNEL ISLANDS

JE49WG

(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)
03/03/2004

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	03/03/2004		C		594,918	A⁽¹⁾	$0.5264	0	D
Common Stock	03/03/2004		C		1,317,720	A⁽¹⁾	$0.7742	2,579,305	D
Common Stock								396,223	I⁽²⁾	By Crestflower Corporation
Common Stock								119,116	I⁽²⁾	By Ogier Trustee Limited
Common Stock								1,051,216	I⁽³⁾	By Rainbow Gate Corporation

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)
9% Secured Convertible Notes	$0.5264	03/03/2004		C			300,000⁽¹²⁾	01/14/2002	11/01/2005	Common Stock	594,918⁽¹¹⁾	$300,000	0	D
9% Secured Convertible Notes	$0.7742	03/03/2004		C			1,000,000⁽¹²⁾	04/25/2003	11/01/2005	Common Stock	1,317,720⁽¹¹⁾	$1,000,000	0	D
Stock Purchase Warrants (right to buy)	$2.76	03/03/2004		J⁽⁴⁾		249,785		03/03/2004	⁽⁵⁾	Common Stock	249,785	⁽³⁾	249,785	D
Stock Purchase Warrants (right to buy)	$2.76	03/03/2004		J⁽⁴⁾		166,523		03/03/2004	⁽⁶⁾	Common Stock	166,523	⁽³⁾	166,523	D
Stock Purchase Warrants (right to buy)	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	123,288		123,288	D
Stock Purchase Warrants (right to buy)	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	218,657		218,657	D
Stock Purchase Warrants (right to buy)	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	1,291,651		1,291,651	D
Stock Purchase Warrants (right to buy)	⁽¹⁰⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	289,310		289,310	I⁽³⁾	By Rainbow Gate Corporation

Explanation of Responses:

1. The Common Stock was acquired by the Reporting Person by converting its secured notes pursuant to the Master Amendment Agreement between the Reporting Person, the Issuer and certain other secured investors dated February 17, 2004, as amended on March 1, 2004 and approved by the American Stock Exchange on March 3, 2004 (the "Master Amendment Agreement").

2. These securities are owned solely by Crestflower Corporation and Ogier Trustee Limited 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. These securities are owned by Rainbow Gate Corporation. The sole shareholder of the Reporting Person is also the sole shareholder of Rainbow Gate Corporation.

4. The Warrants were issued by the Issuer to the Reporting Person in consideration for the Reporting Person entering into the Master Amendment Agreement.

5. The Warrants will expire on the later of (i) twelve months from the effective date of a registration statement that registers the underlying common stock of the Warrant and (ii) December 31, 2005.

6. The Warrants will expire forty-eight months after the effective date of the registration statement that registers the underlying common stock of the Warrant.

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 November 26, 2004.

8. 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.

9. 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.

10. 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.

11. This amount includes the shares which the company issued to the Reporting Person for accrued interest on the secured note through the conversion date.

12. Principal amount of the secured note in U.S. dollars.

	/s/ Jonathan G. White, Name: Jonathan G. White, Title: Director	03/05/2004
	** 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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