Sec Form 4 Filing - SCULLEY ANDREW GEORGE JR @ EMAGIN CORP - 2023-06-06

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SCULLEY ANDREW GEORGE JR 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 (Last) (First) (Middle) 700 SOUTH DRIVE, SUITE 201 3. Date of Earliest Transaction (MM/DD/YY) 06/06/2023 (Street) HOPEWELL JUNCTION, NY12533 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Restricte d Stock Units ( 4 ) 06/06/2023 M 17,130 ( 4 ) ( 4 ) Common Stock 17,130 $ 0 17,128 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SCULLEY ANDREW GEORGE JR 700 SOUTH DRIVE SUITE 201 HOPEWELL JUNCTION, NY12533 PRESIDENT/CEO Signatures /s/ Mark A. Koch, Attorney-in-Fact 06/07/2023 Signature of Reporting Person Date

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.

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).

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