SEC FORM 4

SEC FORM 4 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^*

SCULLEY ANDREW GEORGE JR

(Last)

(First)

(Middle)

700 SOUTH DRIVE

SUITE 201

(Street)

HOPEWELL JUNCTION

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/06/2023

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/06/2023		M⁽¹⁾		17,130	A	$0	329,436	D
Common Stock	06/06/2023		F⁽²⁾		6,770	D	$1.99⁽³⁾	322,666	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁴⁾	06/06/2023		M			17,130	⁽⁴⁾	⁽⁴⁾	Common Stock	17,130	$0	17,128	D

Explanation of Responses:

1. The Reporting Person received 17,130 Restricted Stock Units that represent a contingent right to receive one share of Common Stock upon the satisfaction of applicable vesting conditions. Half of the shares were issued pursuant to the satisfaction of service-based vesting conditions and half were issued pursuant to the satisfaction of performance conditions.

2. The transaction reported represents shares of Common Stock required to be surrendered by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. These surrendered shares are mandated by the issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations and do not represent discretionary trades by the Reporting Person.

3. Represents the market price of common stock that was used to determine the value of the shares surrendered in satisfaction of withholding tax obligations.

4. Represents the settlement of vested RSUs. The Reporting Person was previously granted 51,386 RSUs that represent a contingent right to receive one share of Common Stock for each RSU. Half, or 25,693 of the previously granted RSUs are performance-based and vest over a three-year period subject to the achievement of certain performance conditions. The remaining RSUs are subject to a three-year service-based vesting requirement, vesting in equal installments over the three years. 8,565 of the service-based RSUs vested on June 6, 2023, and the remaining RSUs will vest in equal installments over the remaining 1 year, subject to the Reporting Person's continuous service with the issuer. In addition 8,565 of the performance-based RSU's vested upon satisfaction of applicable performance conditions.

	/s/ Mark A. Koch, Attorney-in-Fact	06/07/2023
	** 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.

SEC Form 4 filed by Sculley Andrew George Jr