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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
EMAGIN CORP [ EMAN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/09/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 06/09/2021 | X | 173,333 | A(1) | $2.05(1) | 773,895 | D | |||
Common Stock | 06/09/2021 | S | 4,010 | D | $3.5368(2) | 769,885 | D | |||
Common Stock | 783,325 | I | By Rainbow Gate Corporation(3) | |||||||
Common Stock | 78,478 | I | By Mount Union Corp.(4) | |||||||
Common Stock | 57,372 | I | By Chelsea Trust Company, as Trustee(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | $2.05 | 06/09/2021 | X | 173,333 | 06/23/2016 | 06/23/2021 | Common Stock | 173,333 | $0(1) | 0 | D | ||||
Series B Convertible Preferred Stock | $0.75(6) | 12/22/2008 | (6) | Common Stock | 2,657,180 | 803 | D | ||||||||
Series B Convertible Preferred Stock | $0.75(6) | 12/22/2008 | (6) | Common Stock | 2,326,273 | 703 | I | By Rainbow Gate Corporation(3) |
Explanation of Responses: |
1. Reporting Person elected to do a cash exercise of that certain Common Stock Purchase Warrant (issued pursuant to that certain Securities Purchase Agreement dated December 17, 2015 among eMagin Corporation (the "Issuer") and the purchasers signatory thereto), pursuant to the terms of such warrant. |
2. The price reported in Column 4 is a weighted average price. These shares of Common Stock, par value $0.001 per share ("Common Stock"), of the Issuer were sold in multiple transactions at prices ranging from $3.53 to $3.56 per share of Common Stock, inclusive. Ginola Limited ("Ginola" or the "Reporting Person") undertakes to provide, upon request, to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission full information regarding the number of shares of Common Stock sold at each separate price within the ranges set forth herein. |
3. These securities are solely owned by Rainbow Gate Corporation. The Reporting Person disclaims beneficial ownership of these securities, and this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities. |
4. These securities are solely owned by Mount Union Corp. The Reporting Person disclaims beneficial ownership of these securities, and this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities. |
5. These securities are solely owned by Chelsea Trust Company Limited, as Trustee. The Reporting Person disclaims beneficial ownership of these securities, and this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities. |
6. The shares of Series B Convertible Preferred Stock were purchased on December 22, 2008 as part of a private placement with the Issuer in accordance with the Securities Purchase Agreement, dated December 18, 2008, between the Issuer and the holder. The shares of Series B Convertible Preferred Stock have the rights and preferences set forth on the Certificate of Designations of Series B Convertible Preferred Stock filed with the Secretary of State for the State of Delaware on December 19, 2008. The Series B Convertible Preferred Stock has a stated value of $1,000 per share and currently has a conversion price of $ 0.3022 per share. |
/s/ Sumantha R. Sedor, Attorney-in-Fact | 06/11/2021 | |
** 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. |