SEC Form 4 · accession 0001140361-17-022539

EMAGIN CORP · EMAN

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

Reporting owner

STILLWATER HOLDINGS LLC

10% Owner

Period of report

Mar 24, 2017

Accepted (ET)

May 26, 2017 · 4:03 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 Stock^F1	May 24, 2017	P	50,000	$2.00	A	2,250,000	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
Common Stock Purchase Warrants (right to buy)^F4,F1	$2.25	Mar 24, 2017	J	100,000	A	Sep 24, 2017	Jun 23, 2021	Common Stock	100,000	100,000	I
Common Stock Purchase Warrants (right to buy)^F5,F1	$2.45	May 24, 2017	P	25,000	A	May 24, 2017	May 24, 2022	Common Stock	25,000	25,000	I
Series B Convertible Preferred Stock^F6	$0.75	holding	—	—	—	—	—	Common Stock	5,377,333	4,033	D
Series B Convertible Preferred Stock^F3,F6	$0.75	holding	—	—	—	—	—	Common Stock	937,333	703	I
Common Stock Purchase Warrants (right to buy)^F1,F7	—	holding	—	—	—	—	—	Common Stock	1,152,668	1,152,668	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 Common Stock Purchase Warrant was issued by the Issuer to Stillwater Trust LLC as additional consideration for Stillwater Trust LLC entering into an unsecured debt financing arrangement with Issuer whereby Issuer may borrow up to $5 million on certain terms and conditions.
F5The Common Stock Purchase Warrant was acquired as part of an underwritten offering in which Stillwater Trust LLC purchased 100,000 shares of Common Stock.
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.
F7The Common Stock Warrants have an exercise price of $2.60 per share, are currently exercisable and expire on February 14, 2022.