Ginola Ltd 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 | U(1) | 1,002,647 | D | $2.08(1) | 0 | D | |||
| Common Stock | 10/18/2023 | U(1) | 78,478 | D | $2.08(1) | 0 | I | By Mount Union Corp.(3) | ||
| Common Stock | 10/18/2023 | U(1) | 57,372 | D | $2.08(1) | 0 | I | By Chelsea Trust Company, as Trustee(4) | ||
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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 | ||||||||
| Series B Convertible Preferred Stock | (2) | 10/18/2023 | U(1) | 500 | (2) | (2) | Common Stock | 1,654,533 | (2) | 0 | D | ||||
| Explanation of Responses: |
| 1. On October 18, 2023 (the "Effective Time"), pursuant to the Agreement and Plan of Merger, dated as of May 17, 2023 (the "Merger Agreement") among eMagin Corporation, a Delaware corporation (the "Company"), Samsung Display Co., Ltd., a Korean corporation ("Samsung Display"), and certain subsidiaries thereof, Samsung Display acquired the Company. Pursuant to the Merger Agreement, at the Effective Time, each share of the Company's Common Stock was converted into the right to receive $2.08 per share in cash. |
| 2. Pursuant to the Merger Agreement, at the Effective Time, each share of the Company's Series B Convertible Redeemable Preferred Stock was converted into the right to receive cash in an amount equal to (x) the total number of shares of the Company's Common Stock issuable upon conversion thereof immediately prior to the Effective Time, multiplied by (y) $2.08 per share. At the Effective Time, the Series B Preferred Stock had a stated value of $1,000 per share and a conversion price of $ 0.3022 per share. |
| 3. These securities are held solely by Mount Union Corp. The Reporting Person disclaims beneficial ownership of these securities, and this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities. |
| 4. These securities are held solely by Chelsea Trust Company Limited, as Trustee. The Reporting Person disclaims beneficial ownership of these securities, and this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities. |
| /s/ James O'Grady, 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. | ||