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 SERVIES LIMITED

ST. HELIER, JERSEY CHANNEL ISLANDS

(Street)

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)
10/26/2005

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	10/26/2005		P		909,091	A	$0.55	2,628,417	I	By Rainbow Gate Corporation⁽¹⁾
Common Stock	10/26/2005		P		454,546	A	$0.55	573,707	I	By Chelsea Trust Company, as Trustee⁽²⁾
Common Stock								3,141,088	D
Common Stock								650,800	I	By Ogier Trustee (Jersey) Limited, as Trustee⁽²⁾
Common Stock								396,223	I	By Crestflower 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)
Stock Purchase Warrants (right to buy)	$1	10/25/2005		P		545,454		⁽³⁾	10/20/2010	Common Stock	545,454	⁽⁴⁾	545,454	I	By Rainbow Gate Corporation⁽¹⁾
Stock Purchase Warrants (right to buy)	$1.21	10/26/2005		H			297,419	04/25/2005⁽³⁾	04/25/2010	Common Stock	297,419	⁽⁵⁾	0	I	By Rainbow Gate Corporation⁽¹⁾
Stock Purchase Warrants (right to buy)	$1.09	10/26/2005		P		297,419		10/26/2005	04/25/2010	Common Stock	297,419	⁽⁵⁾	297,419	I	By Rainbow Gate Corporation⁽¹⁾
Stock Purchase Warrants (right to buy)	$1.21	10/26/2005		H			297,419	04/25/2005	04/25/2010	Common Stock	297,419	⁽⁵⁾	0	D
Stock Purchase Warrants (right to buy)	$1.09	10/26/2005		P		297,419		10/26/2005	04/25/2010	Common Stock	297,419	⁽⁵⁾	297,419	D
Stock Purchase Warrants (right to buy)	$1.21	10/26/2005		H			325,400	04/25/2005	04/25/2010	Common Stock	325,400	⁽⁵⁾	0	I	By Ogier Trustee (Jersey) Limited as Trustee⁽⁴⁾
Stock Purchase Warrants (right to buy)	$1.09	10/26/2005		P		325,400		10/26/2005	04/25/2010	Common Stock	325,400	⁽⁵⁾	325,400	I	By Ogier Trustee (Jersey) Limited as Trustee⁽⁴⁾
Stock Purchase Warrants (right to buy)	$1	10/26/2005		P		272,727		⁽⁶⁾	10/20/2010	Common Stock	272,727	⁽⁴⁾	272,727	I	By Chelsea Trust Company, as Trustee⁽⁴⁾
Stock Purchase Warrants (right to buy)	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	1,291,651		1,291,651	D
Stock Purchase Warrants (right to buy)	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	249,785		249,785	D
Stock Purchase Warrants (right to buy)	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	166,523		166,523	D

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. 363,636 shares of Common Stock are exercisable on or after May 20, 2006 and 181,818 shares of Common Stock are exercisable on or after March 31, 2007 subject to certain conditions.

4. The Stock Purchase Warrants were acquired on October 26, 2005 as part of a private placement by the Issuer that was closed on October 26, 2005.

5. In connection with the sale by the Issuer of 16,623,636 shares of Common Stock and warrants for 9,974,182 shares of Common Stock described in the Issuer's Form 8-K filed on October 21, 2005, the exercise price of the warrants was adjusted from $1.21 per share to $1.09 per share in accordance with the terms of the original warrant.

6. 181,818 shares of Common Stock are exercisable on or after May 20, 2006 and 90,909 shares of Common Stock are exercisable on or after March 31, 2007 subject to certain conditions.

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 $2.76 per share, are exercisable immediately, and will expire on December 31, 2005.

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 June 10, 2008.

	/s/ Emma de Ste. Croix	10/28/2005
	** 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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