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 NY 10021

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EMAGIN CORP [ EMAN ]
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)
07/23/2007
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)
Code V Amount (A) or (D) Price
Common Stock 07/23/2007 C 720,476 A $0.35 1,481,158 D
Common Stock 262,842 I By Rainbow Gate Corporation(1)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Purchase Warrants (right to buy) $4.26 07/20/2007 H 30,000 (2) 07/20/2007 Common Stock 30,000 (2) 0 D
6% Secured Convertible Note $0.35 07/23/2007 C 720,476 04/09/2007 07/23/2007 Common Stock 720,476 $252,167 714,286 D
6% Secured Convertible Note $0.35 07/23/2007 H(3) 714,286 04/09/2007 01/21/2008(3) Common Stock 714,286 $250,000 0 D
Amended and Restated 8% Secured Convertible Note $0.35 07/23/2007 P(3) 714,286 07/23/2007 12/21/2008 Common Stock 714,286 $250,000 714,286 D
6% Secured Convertible Note $2.6 07/23/2007 H(4) 269,231 07/21/2006 01/21/2008(4) Common Stock 269,231 $700,000 0 I By Rainbow Gate Corporation(1)
Amended and Restated 8% Secured Convertible Note $0.75 07/23/2007 P(4) 933,333 07/23/2007 12/21/2008 Common Stock 933,333 $700,000 933,333 I By Rainbow Gate Corporation(1)
Stock Purchase Warrants (right to buy) $3.6 07/23/2007 H(5) 188,462 07/21/2006 07/21/2011 Common Stock 188,462 (5) 0 I By Rainbow Gate Corporation(1)
Amended Stock Purchase Warrants (right to buy) $1.03 07/23/2007 P(5) 653,333 07/23/2007 07/21/2011 Common Stock 653,533 (5) 653,333 I By Rainbow Gate Corporation(1)
Stock Purchase Warrants (right to buy) (6) (6) (6) Common Stock 1,000,000 1,000,000 D
Stock Purchase Warrants (right to buy) (7) (7) (7) Common Stock 51,776 51,776 D
Stock Purchase Warrants (right to buy) (8) (8) (8) Common Stock 29,742 29,742 I By Rainbow Gate Corporation(1)
Stock Purchase Warrants (right to buy) (9) (9) (9) Common Stock 54,545 54,545 I By Rainbow Gate Corporation(1)
Explanation of Responses:
1. These securities are owned solely by Rainbow Gate Corporation. The sole member of Stillwater LLC is the investment manager of Rainbow Gate Corporation, and this report shall not be deemed an admission that Stillwater LLC is the beneficial owner of these securities except to the extent of its pecuniary interest therein.
2. These warrants expired and were not exercised by the Reporting Person.
3. The outstanding 6% Secured Convertible Note that was purchased pursuant to a Note Purchase Agreement dated on July 21, 2006, as amended on March 28, 2007, as part of a private placement by the Issuer, in which 50% of the principal amount matured on July 23, 2007 and 50% would have matured on January, 21, 2008, was amended pursuant to an Amendment Agreement with the Issuer, effective July 23, 2006 (the "Amendment Agreement"), which extended the maturity date for the entire note to December 21, 2008. This amendment is reported above as the cancellation of the "old" note and the acquisition of a new one.
4. The outstanding 6% Secured Convertible Note purchased on July 21, 2006, as part of a private placement by the Issuer, in which 50% of the principal amount matured on July 23, 2007 and 50% would have matured on January, 21, 2008, was amended pursuant to the Amendment Agreement, which extended the maturity date for the entire note to December 21, 2008, reduced the conversion price from $2.60 to $0.75 and increased the interest rate from 6% to 8%. This amendment is reported above as the cancellation of the "old" note and the acquisition of a new one.
5. The Stock Purchase Warrants acquired on July 21, 2006 as part of a private placement by the Issuer was amended pursuant to the Amendment Agreement, which decreased the warrant purchase price from $3.60 to $1.03. This amendment is reported above as the cancellation of the "old" warrant and the acquisition of a new one.
6. The warrants to purchase Issuer's Common Stock have an exercise price of $0.48 per share, are exercisable immediately, and will expire on July 21, 2011.
7. The warrants to purchase Issuer's Common Stock have an exercise price of $27.60 per share, are exercisable immediately, and will expire on June 10, 2008.
8. The warrants to purchase Issuer's Common Stock are exercisable immediately, will expire on April 25, 2010, and had an exercise price of $7.12 per share prior to the execution of the Amendment Agreement but are subject to re-pricing due to the execution of the Amendment Agreement in accordance with the terms of the original warrant.
9. The warrants to purchase Issuer's Common Stock have an exercise price of $10.00 per share, are exercisable immediately, and will expire on October 20, 2010
/s/ Mortimer D.A. Sackler 07/25/2007
** 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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