SEC Form 4 · accession 0001140361-15-045248

EMAGIN CORP · EMAN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

STILLWATER HOLDINGS LLC

10% Owner

Period of report

Dec 17, 2015

Accepted (ET)

Dec 21, 2015 · 5:11 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001046995

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Dec 17, 2015	P	1,333,333	$1.50	A	1,333,333	I	By Stillwater Trust LLC
Common Stock	holding	—	—		—	1,283,501	D
Common Stock^F2	holding	—	—		—	4,250,000	I	By Flat Creek Fiduciary Management LLC, as Trustee
Common Stock^F3	holding	—	—		—	783,325	I	By Rainbow Gate Corporation

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Purchase Warrants (right to buy)^F4,F1	$2.05	Dec 17, 2015	P	866,667	A	Jun 23, 2016	Jun 23, 2021	Common Stock	866,667	866,667	I
Series B Convertible Preferred Stock^F5	$0.75	holding	—	—	—	Dec 22, 2008	—	Common Stock	5,377,333	4,033	D
Series B Convertible Preferred Stock^F3,F5	$0.75	holding	—	—	—	Dec 22, 2008	—	Common Stock	937,333	703	I

Explanation of responses

F1These securities are owned by Stillwater Trust LLC. The sole member of Reporting Person is the sole manager and president of Stillwater Trust LLC, and this report shall not be deemed an admission that Reporting Person is the beneficial owner of these securities except to the extent of its pecuniary interest therein.
F2These securities are held solely by Flat Creek Fiduciary Management LLC, as trustee of a trust for the benefit of the minor beneficiaries of the sole member of Reporting Person. The sole member of Reporting Person has investment control over such securities, and this report shall not be deemed an admission that Reporting Person is the beneficial owner of these securities except to the extent of its pecuniary interest therein.
F3These securities are owned solely by Rainbow Gate Corporation. The sole member of Reporting Person is the investment manager of Rainbow Gate Corporation, and this report shall not be deemed an admission that Reporting Person is the beneficial owner of these securities except to the extent of its pecuniary interest therein.
F4The Stock Purchase Warrants were acquired as part of a private placement by the Issuer in accordance with the Securities Purchase Agreement, dated December 17, 2015 between the Issuer and Stillwater Trust LLC.
F5The 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 $0.75 per share.