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*
STILLWATER HOLDINGS LLC

(Last) (First) (Middle)
655 MADISON AVENUE
20TH FLOOR

(Street)
NEW YORK NY 10065

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/04/2021
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 03/04/2021 X 500,000 A $2.6 500,000 I By Stillwater Trust LLC(1)
Common Stock 03/08/2021 S 27,879 D $4.26(2) 472,121 I By Stillwater Trust LLC(1)
Common Stock 4,250,000 I By Flat Creek Fiduciary Management LLC, as Trustee(3)
Common Stock 783,325 I By Rainbow Gate Corporation(4)
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
Common Stock Purchase Warrants $2.6 03/04/2021 X 500,000 02/24/2017 02/24/2022 Common Stock 1,152,668 $0(5) 652,668 I By Stillwater Trust LLC(1)
Explanation of Responses:
1. These 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.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.21 to $4.33 per share, inclusive. The Reporting Person undertakes to provide to Issuer any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
3. These securities are held by a trust for the benefit of minor beneficiaries of the sole member of Reporting Person with Flat Creek Fiduciary Management LLC as trustee where the sole member of the Reporting Person is the sole manager and president of the trustee. 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.
4. These 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.
5. The Common Stock Purchase Warrants were acquired as an inducement by the Issuer for Stillwater Trust LLC to exercise the Common Stock Purchase Warrants 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.
/s/ Christopher Minton, Vice President 03/08/2021
** 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.