Sec Form 4 Filing - FAN JOHN C C @ KOPIN CORP - 2017-12-31

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 FAN JOHN C C 2. Issuer Name and Ticker or Trading Symbol KOPIN CORP [ KOPN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO & President (Last) (First) (Middle) C/O KOPIN CORPORATION, 125 NORTH DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2017 (Street) WESTBOROUGH, MA01581 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 12/31/2017 G( 1 )( 2 ) 260,000 D $ 0 4,469,769 D Common Stock 12/31/2017 G( 1 )( 2 ) 150,000 D $ 0 4,319,769 D Common Stock 12/31/2017 G( 1 )( 2 ) 150,000 D $ 0 4,169,769 D Common Stock 12/31/2017 G( 3 ) 640,000 A $ 0 4,809,769 D Common Stock 12/31/2017 G( 3 ) 150,000 A $ 0 4,959,769 D Common Stock 12/31/2017 G( 3 ) 150,000 A $ 0 5,109,769 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FAN JOHN C C C/O KOPIN CORPORATION 125 NORTH DRIVE WESTBOROUGH, MA01581 X CEO & President Signatures /s/ John J. Concannon, as Attorney-in-fact 01/03/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 12, 2011 the Kopin Corporation's Compensation Committee implemented an incentive plan comprised of 260,000 shares of restricted stock which were to vest at the end of the first 10 consecutive trading day period following the grant date during which Kopin Corporation's common stock trades at a price per share equal to or greater than $5.25. In addition, Dr. Fan was to receive the cash value of 380,000 shares of Kopin Corporation's common stock on the date the 260,000 shares of restricted stock vested. On February 13, 2015 the period to achieve the $5.25 stock price milestone was extended until December 31, 2017 to coincide with Dr. Fan's employment agreement. ( 2 )(continued from footnote 1) On May 9, 2015 The Kopin Corporation's Compensation Committee implemented an incentive plan comprised of 150,000 and 150,000 shares of restricted stock which were to vest at the end of the first 10 consecutive trading day period following the grant date during which Kopin Corporation's common stock trades at a price per share equal to or greater than $6.00 and $7.00, respectively. All these grants were forfeited on December 31, 2017. ( 3 )On December 31, 2017 the Kopin Corporation's Compensation Committee implemented an incentive plan comprised of 640,000, 150,000 and 150,000 shares of restricted stock which are to vest at the end of the first 20 consecutive trading day period following the grant date during which Kopin Corporation's common stock trades at a price per share equal to or greater than $5.25, $6.00 and $7.00, respectively. The period to achieve the stock price milestones are from January 1, 2018 through December 31, 2020.

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