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*
Becker Drapkin Management, L.P.

(Last) (First) (Middle)
500 CRESCENT COURT, SUITE 230

(Street)
DALLAS TX 75201

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EMCORE CORP [ EMKR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
06/22/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 06/22/2015 S 325,398(4) D $6.55 1,752,451 I See footnotes(1)(5)(6)(8)
Common Stock 06/22/2015 S 45,844(4) D $6.55 246,898 I See footnotes(2)(5)(6)(8)
Common Stock 06/22/2015 S 129,345(4) D $6.55 697,079 I See footnotes(3)(5)(6)(8)
Common Stock 7,576 D(7)
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
1. Name and Address of Reporting Person*
Becker Drapkin Management, L.P.

(Last) (First) (Middle)
500 CRESCENT COURT, SUITE 230

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BECKER DRAPKIN PARTNERS (QP), L.P.

(Last) (First) (Middle)
500 CRESCENT COURT, SUITE 230

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BECKER DRAPKIN PARTNERS, L.P.

(Last) (First) (Middle)
500 CRESCENT COURT, SUITE 230

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BC Advisors LLC

(Last) (First) (Middle)
500 CRESCENT COURT, SUITE 230

(Street)
DALLAS TX 758201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Drapkin Matthew A

(Last) (First) (Middle)
C/O BECKER DRAPKIN MANAGEMENT, L.P.
500 CRESCENT COURT, SUITE 230

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Becker Steven R

(Last) (First) (Middle)
C/O BECKER DRAPKIN MANAGEMENT, L.P.
500 CRESCENT COURT, SUITE 230

(Street)
DALLAS TX 75201

(City) (State) (Zip)
Explanation of Responses:
1. Represents Common Stock directly beneficially owned by Becker Drapkin Partners (QP), L.P. ("Becker Drapkin QP") (1,752,451 shares).
2. Represents Common Stock directly beneficially owned by Becker Drapkin Partners, L.P. ("Becker Drapkin, L.P.") (246,898 shares).
3. Represents Common Stock directly beneficially owned by a managed account on behalf of an investment advisory client (the "Managed Account") of Becker Drapkin Management, L.P. ("BD Management") (697,079 shares).
4. In connection with the expiration of the Issuer's Offer to Purchase shares of common stock (the "Offer"), on June 19, 2015, the Issuer accepted for purchase shares of common stock tendered by the Reporting Person and purchased such shares in accordance with the terms of the Offer.
5. BD Management, as the general partner of, and investment manager for, Becker Drapkin QP and Becker Drapkin, L.P. and the investment manager for the Managed Account, may be deemed to beneficially own the securities described in footnotes (1), (2) and (3). BC Advisors, LLC ("BCA"), as the general partner of BD Management, and Mr. Becker and Mr. Drapkin, as the sole members and co-managing members of BCA and limited partners of BD Management, may in each case be deemed to be beneficial owners of the securities described in footnotes (1), (2) and (3).
6. BD Management disclaims any beneficial ownership of all of the Common Stock listed herein, except to the extent of any pecuniary interest therein. Becker Drapkin QP disclaims beneficial ownership of the Common Stock described in footnotes (2) and (3). Becker Drapkin, L.P. disclaims beneficial ownership of the Common Stock described in footnotes (1) and (3). BCA disclaims beneficial ownership of all of the Common Stock listed herein, except to the extent of any pecuniary interest therein. Mr. Becker (who is a director of the Issuer) and Mr. Drapkin disclaim beneficial ownership of all of the Common Stock described herein, except to the extent of any pecuniary interest therein.
7. These shares are directly beneficially owned by Mr. Becker and were acquired pursuant to the EMCORE Corporation 2007 Directors' Stock Award Plan for Mr. Becker's service as a non-employee director.
8. This filing constitutes a Form 4 exit filing for all reporting persons other than Mr. Becker
Remarks:
Member of a 13D group that is no longer a 10% group
BECKER DRAPKIN MANAGEMENT, L.P., By: BC Advisors, LLC, its general partner, By: /s/ Adam J. Brunk, Name: Adam J. Brunk, Title: Attorney-in-Fact 06/23/2015
BECKER DRAPKIN PARTNERS (QP), L.P., By: Becker Drapkin Management, L.P., its general partner, By: /s/ Adam J. Brunk, Name: Adam J. Brunk, Title: Attorney-in-Fact 06/23/2015
BECKER DRAPKIN PARTNERS, L.P., By: Becker Drapkin Management, L.P., its general partner, By: /s/ Adam J. Brunk, Name: Adam J. Brunk, Title: Attorney-in-Fact 06/23/2015
BC ADVISORS, LLC, By: /s/ Adam J. Brunk, Name: Adam J. Brunk, Title: Attorney-in-Fact 06/23/2015
STEVEN R. BECKER, By: /s/ Adam J. Brunk, Name: Adam J. Brunk, Title: Attorney-in-Fact 06/23/2015
MATTHEW A. DRAPKIN, By: /s/ Adam J. Brunk, Name: Adam J. Brunk, Title: Attorney-in-Fact 06/23/2015
** 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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