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^*

STILLWATER LLC

(Last)

(First)

(Middle)

15 EAST 62ND STREET

(Street)

NEW YORK

10021

(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		2,374,836	A⁽¹⁾	$0.5264	0	D
Common Stock	03/03/2004		C		3,423,529	A⁽¹⁾	$0.7742	0	D
Common Stock	03/03/2004		C		273,658	A⁽¹⁾	$0.7742	7,496,783	D
Common Stock								1,051,216	I	By Rainbow Gate Corporation⁽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)
9% Secured Convertible Notes	$0.5264	03/03/2004		C			1,200,000⁽¹¹⁾	01/14/2002	11/01/2005	Common Stock	2,374,836⁽¹⁰⁾	$1,200,000	0	D
9% Secured Convertible Notes	$0.7742	03/03/2004		C			2,600,000⁽¹¹⁾	04/25/2003	11/01/2005	Common Stock	3,423,529⁽¹⁰⁾	$2,600,000	0	D
11% Secured Convertible Notes	$0.7742	03/03/2004		C			200,000⁽¹¹⁾	04/25/2003	11/01/2005	Common Stock	273,658⁽¹⁰⁾	$200,000	0	D
Stock Purchase Warrants (right to buy)	$2.76	03/03/2004		J⁽³⁾		776,642		03/03/2004	⁽⁴⁾	Common Stock	776,642	⁽³⁾	776,642	D
Stock Purchase Warrants (right to buy)	$2.76	03/03/2004		J⁽³⁾		517,760		03/03/2004	⁽⁵⁾	Common Stock	517,760	⁽³⁾	517,760	D
Stock Purchase Warrants (right to buy)	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	1,276,356		1,276,356	D
Stock Purchase Warrants (right to buy)	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	3,358,300		3,358,300	D
Stock Purchase Warrants (right to buy)	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	300,000		300,000	D
Stock Purchase Warrants (right to buy)	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	289,310		289,310	I⁽²⁾	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 Rainbow Gate Corporation. The sole member of the Reporting Person is the investment manager of Rainbow Gate Corporation, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities except to the extent of its pecuniary interest therein.

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

4. 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.

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

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 January 14, 2005.

7. 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.

8. The warrants to purchase Issuer's Common Stock have an exercise price of $0.4257 per share and have an expiration date of June 20, 2007, however, they may not be exercised by the Reporting Person so long as the Reporting Person is the beneficial owner, directly or indirectly, of more than ten percent (10%) of the Common Stock for purposes of Section 16 of the Securities Exchange Act of 1934.

9. 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.

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

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

	/s/ Mortimer D.A. Sackler, Name: Mortimer D.A. Sackler, Title: President	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.