Sec Form 4 Filing - GINOLA LTD @ EMAGIN CORP - 2023-10-18

Insider filing report for Changes in Beneficial Ownership
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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
GINOLA LTD
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)
C/O INPENDRA LIMITED, 2ND FLOOR, EATON HOUSE, 9 SEATON PLACE
3. Date of Earliest Transaction (MM/DD/YY)
10/18/2023
(Street)
ST. HELIER, Y9JE2 3QL
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 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 )
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
Series B Convertible Preferred Stock ( 2 ) 10/18/2023 U( 1 ) 500 ( 2 ) ( 2 ) Common Stock 1,654,533 ( 2 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GINOLA LTD
C/O INPENDRA LIMITED, 2ND FLOOR
EATON HOUSE, 9 SEATON PLACE
ST. HELIER, Y9JE2 3QL
X
Signatures
/s/ James O'Grady, Attorney-in-Fact 10/20/2023
Signature of Reporting Person Date
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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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