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)
04/02/2008
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 04/02/2008 P 480,769 A $1.04 1,961,927 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) $1.3 04/02/2008 P(2) 240,385 04/02/2008 04/02/2013 Common Stock 240,385(2) (2) 240,385 D
Amended and Restated 8% Secured Convertible Note $0.35(3) (3) (3) Common Stock 714,286 714,286 D
Stock Purchase Warrants (right to buy) $0.48(6) (6) (6) Common Stock 1,000,000 1,000,000 D
Stock Purchase Warrants (right to buy) $27.6(7) (7) (7) Common Stock 51,776 51,776 D
Amended and Restated 8% Secured Convertible Note $0.75(4) (4) (4) Common Stock 933,333 933,333 I By Rainbow Gate Corporation(1)
Stock Purchase Warrants (right to buy) $1.03(5) (5) (5) Common Stock 653,333 653,333 I By Rainbow Gate Corporation(1)
Stock Purchase Warrants (right to buy) $4.09(8) (8) (8) Common Stock 29,742 29,742 I By Rainbow Gate Corporation(1)
Stock Purchase Warrants (right to buy) $10(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. The Stock Purchase Warrants were acquired on April 2, 2008 as part of a private placement by the Issuer in accordance with the Securities Purchase Agreement, dated April 2, 2008 between the Issuer and the Reporting Person.
3. The notes have an 8% interest rate, a conversion price of $0.35, are convertible immediately and mature on December 21, 2008.
4. The notes have an 8% interest rate, a conversion price of $0.75, are convertible immediately and mature on December 21, 2008.
5. The warrants to purchase Issuer's Common Stock have an exercise price of $1.03, are exercisable immediately, and will expire on July 21, 2011.
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 $4.09 per share prior to the execution of the Securities Purchase Agreement but are subject to re-pricing due to the execution of the Securities Purchase 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 04/04/2008
** 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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