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 [ 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)
09/25/2008

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)
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	09/25/2008⁽¹⁰⁾		J⁽¹⁰⁾		14,188	A	$0⁽¹⁰⁾	1,976,115	D
Common Stock	09/25/2008⁽¹⁰⁾		J⁽¹⁰⁾		13,242	A	$0⁽¹⁰⁾	276,084	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)
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)	$27.6⁽²⁾	06/10/2008⁽²⁾		H⁽²⁾			51,776⁽²⁾	⁽²⁾	06/10/2008	Common Stock	51,776⁽²⁾	$27.6⁽²⁾	0	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)	$1.3⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	240,385		240,385	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)	$3.45⁽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. These warrants expired and were not exercised by 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 $1.30 per share, are exercisable immediately, and will expire on April 2, 2013.

8. The warrants to purchase Issuer's Common Stock are exercisable immediately, will expire on April 25, 2010, and had an exercise price of $3.45 per share prior to the Issuer's execution of Amendment No. 3 to the Loan and Security Agreement with Moriah Capital, LP but are subject to re-pricing due to the execution of such 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.

10. These Common Stock shares were issued due to its waiver (consent), dated August 20, 2008, of the Issuer increasing their line of credit with Moriah Capital, LP and for extending the date that the loan be repaid contrary to terms in the 8% Senior Secured Convertible Notes and April 2008 Securities Purchase Agreement (as applicable). The Reporting Person received such shares from the Issuer on September 25, 2008.

	/s/ Mortimer D.A. Sackler as President of Stillwater LLC	09/26/2008
	** 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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