Cronson Paul C converted options into 5,557 shares and returned $437,672 worth of shares to the company (210,419 units at $2.08), closing all direct ownership in the company (SEC Form 4)
$EMAN
Industrial Machinery/Components
Technology
| 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
EMAGIN CORP [ EMAN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/18/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 10/18/2023 | M(1)(2) | 5,557 | A | (2) | 210,419 | D | |||
| Common Stock | 10/18/2023 | D(1)(3) | 210,419 | D | $2.08(3) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | 5,557 | (2) | (2) | Common Stock | 5,557 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $1.65 | 10/18/2023 | D(1)(4) | 38,509 | (4) | 01/17/2025 | Common Stock | 38,509 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $1.8 | 10/18/2023 | D(1)(4) | 34,946 | (4) | 07/01/2028 | Common Stock | 34,946 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $0.92 | 10/18/2023 | D(1)(4) | 73,915 | (4) | 01/03/2026 | Common Stock | 73,915 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $0.47 | 10/18/2023 | D(1)(4) | 150,818 | (4) | 07/02/2029 | Common Stock | 150,818 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $0.83 | 10/18/2023 | D(1)(4) | 25,000 | (4) | 07/06/2030 | Common Stock | 25,000 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $0.73 | 10/18/2023 | D(1)(4) | 45,000 | (4) | 06/10/2032 | Common Stock | 45,000 | (4) | 0 | D | ||||
| Series B Convertible Preferred Stock | (4) | 10/18/2023 | D(1)(5) | 120 | (5) | (5) | Common Stock | 397,088 | (5) | 0 | I | See footnote(6) | |||
| 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. |
| 5. At the Effective Time, each share of Series B Convertible Preferred Stock issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive cash, without interest, in an amount equal to (x) the total number of shares of Common Stock issuable upon conversion of the Series B Convertible Preferred Stock that are owned immediately prior to the Effective Time, multiplied by (y) $2.08, without interest. |
| 6. The Reporting Person has an indirect pecuniary interest in the securities held by Navacorp III LLC. The Reporting Person exercises the sole voting power with respect to the shares held in the name of Navacorp III LLC. |
| /s/ Mark A. Koch, as Attorney-in-Fact | 10/19/2023 | |
| ** 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. | ||