Sec Form 4 Filing - STILLWATER HOLDINGS LLC @ EMAGIN CORP - 2016-08-24

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 STILLWATER HOLDINGS LLC 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) (Last) (First) (Middle) 655 MADISON AVENUE, 20TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/24/2016 (Street) NEW YORK, NY10065 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 08/24/2016 X 866,667 A ( 1 ) $ 2.05 2,200,000 I By Stillwater Trust LLC ( 2 ) Common Stock 1,283,501 D 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 (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 Common Stock Purchase Warrants (right to buy) $ 2.05 08/24/2016 X 866,667 06/23/2016 06/23/2021 Common Stock 866,667 $ 0 ( 1 ) 0 I By Stillwater Trust LLC ( 2 ) Common Stock Purchase Warrants (right to buy) $ 2.6 08/24/2016 J( 5 ) 1,152,668 02/24/2017 02/24/2022 Common Stock 1,152,668 $ 0 ( 5 ) 1,152,668 I By Stillwater Trust LLC ( 2 ) Series B Convertible Preferred Stock $ 0.75 ( 6 ) 12/22/2008 ( 6 ) Common Stock 5,377,333 4,033 D Series B Convertible Preferred Stock $ 0.75 ( 6 ) 12/22/2008 ( 6 ) Common Stock 937,333 703 I By Rainbow Gate Corporation ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STILLWATER HOLDINGS LLC 655 MADISON AVENUE 20TH FLOOR NEW YORK, NY10065 X Signatures /s/ Mortimer D. A. Sackler, President of Stillwater Holdings LLC 08/26/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Stillwater Trust LLC elected to do a cash exercise of its Common Stock Purchase Warrant pursuant to the terms of such warrant, which has an exercise price of $2.05 per share and expires on June 23, 2021. ( 2 )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. ( 3 )These securities are held solely by Flat Creek Fiduciary Management LLC, as trustee of a trust for the benefit of the minor beneficiaries of the sole member of Reporting Person. 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 Warrant was acquired as an inducement by the Issuer for Stillwater Trust LLC to exercise the Common Stock Purchase Warrant 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. ( 6 )The shares of Series B Convertible Preferred Stock were purchased on December 22, 2008 as part of a private placement with the Issuer in accordance with the Securities Purchase Agreement, dated December 18, 2008, between the Issuer and the holder. The shares of Series B Convertible Preferred Stock have the rights and preferences set forth on the Certificate of Designations of Series B Convertible Preferred Stock filed with the Secretary of State for the State of Delaware on December 19, 2008. The Series B Convertible Preferred Stock has a stated value of $1,000 per share and currently has a conversion price of $0.75 per share.

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