SEC Form 4 · accession 0001140361-16-077977
EMAGIN CORP · EMAN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
STILLWATER HOLDINGS LLC
10% Owner
Period of report
Aug 24, 2016
Accepted (ET)
Aug 26, 2016 · 4:24 pm EDT
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 StockF1,F2 | Aug 24, 2016 | X | 866,667 | $2.05 | A | 2,200,000 | I | By Stillwater Trust LLC |
| Common Stock | holding | — | — | — | 1,283,501 | D | ||
| Common StockF3 | holding | — | — | — | 4,250,000 | I | By Flat Creek Fiduciary Management LLC, as Trustee | |
| Common StockF4 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock Purchase Warrants (right to buy)F1,F2 | $2.05 | Aug 24, 2016 | X | 866,667 | D | Jun 23, 2016 | Jun 23, 2021 | Common Stock | 866,667 | 0 | I |
| Common Stock Purchase Warrants (right to buy)F5,F2 | $2.60 | Aug 24, 2016 | J | 1,152,668 | A | Feb 24, 2017 | Feb 24, 2022 | Common Stock | 1,152,668 | 1,152,668 | I |
| Series B Convertible Preferred StockF6 | $0.75 | holding | — | — | — | Dec 22, 2008 | — | Common Stock | 5,377,333 | 4,033 | D |
| Series B Convertible Preferred StockF4,F6 | $0.75 | holding | — | — | — | Dec 22, 2008 | — | Common Stock | 937,333 | 703 | I |
Explanation of responses
- F1Stillwater Trust LLC elected to do a cash exercise of its Common Stock Purchase Warrant pursuant to the terms of such warrant, which has an exercise price of $2.05 per share and expires on June 23, 2021.
- F2These 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.
- F3These 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.
- F4These 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.
- F5The Common Stock Purchase Warrant was acquired as an inducement by the Issuer for Stillwater Trust LLC to exercise the Common Stock Purchase Warrant acquired as part of a private placement by the Issuer pursuant to the Securities Purchase Agreement, dated December 17, 2015 between the Issuer and Stillwater Trust LLC.
- F6The 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.