Emagin (EMAN) Form 4 EMAGIN / JILL WITTELS ownership change

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

X

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^*

WITTELS JILL

(Last) (First) (Middle)

700 SOUTH DRIVE

SUITE 201

(Street)

HOPEWELL JUNCTION NY 12533

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EMAGIN CORP [ EMAN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/17/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	10/17/2023		G		18,519	D	$0	35,439	D
Common Stock	10/18/2023		M(1)(2)		11,115	A	(2)	46,554	D
Common Stock	10/18/2023		D(1)(3)		46,554	D	$2.08(3)	0	D

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
Restricted Stock Units	(2)	10/18/2023		M(1)(2)			11,115	(2)	(2)	Common Stock	11,115	$0	0	D
Stock Option (Right to Buy)	$1.65	10/18/2023		D(1)(4)			76,055	(4)	01/17/2025	Common Stock	76,055	(4)	0	D
Stock Option (Right to Buy)	$1.8	10/18/2023		D(1)(4)			69,020	(4)	07/01/2028	Common Stock	69,020	(4)	0	D
Stock Option (Right to Buy)	$0.92	10/18/2023		D(1)(4)			145,983	(4)	01/03/2026	Common Stock	145,983	(4)	0	D
Stock Option (Right to Buy)	$0.47	10/18/2023		D(1)(4)			297,866	(4)	07/02/2029	Common Stock	297,866	(4)	0	D
Stock Option (Right to Buy)	$0.83	10/18/2023		D(1)(4)			50,000	(4)	07/06/2030	Common Stock	50,000	(4)	0	D
Stock Option (Right to Buy)	$0.73	10/18/2023		D(1)(4)			90,000	(4)	06/10/2032	Common Stock	90,000	(4)	0	D

Explanation of Responses:

1. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of May 17, 2023, by and among the Issuer, Samsung Display Co., Ltd. ("Parent"), Emerald Intermediate, Inc., a wholly owned subsidiary of Parent ("Silk USA"), and Emerald Merger Sub, Inc., a wholly owned subsidiary of Silk USA ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger") effective as of October 18, 2023 (the "Effective Time") with the Issuer surviving the Merger as a wholly owned subsidiary of Parent.

2. At the Effective Time, each then-outstanding restricted stock unit ("RSU") award held by the Reporting Person became fully earned and vested with respect to the maximum number of shares underlying such RSU award.

3. At the Effective Time, each share of Common Stock held by the Reporting Person immediately prior to the Effective Time was converted into the right to receive $2.08 in cash, without interest.

4. At the Effective Time, each then-outstanding option to purchase Common Stock that had a per share exercise price that was less than $2.08 (each, an "In-the-Money Option") was cancelled and converted into the right to receive an amount in cash equal to the product of (I) the excess, if any, of $2.08 over the applicable exercise price per share of Common Stock subject to such cancelled In-the-Money Option multiplied by (II) the aggregate number of shares of Common Stock subject to such In-the-Money Option immediately prior to the Effective Time.

	/s/ Mark A. Koch, as Attorney-in-Fact	10/20/2023
	** 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.