Sec Form 4 Filing - RITTICHIER JEFFREY @ EMCORE CORP - 2017-02-16

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 RITTICHIER JEFFREY 2. Issuer Name and Ticker or Trading Symbol EMCORE CORP [ EMKR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 2015 W. CHESTNUT STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/16/2017 (Street) ALHAMBRA, CA91803 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 02/16/2017 A 16,265 ( 1 ) A 212,422 D Common Stock 02/17/2017 S 6,237 ( 3 ) D $ 10 ( 4 ) 206,185 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 Restricted Stock Units ( 5 ) 02/16/2017 M 16,265 ( 6 ) ( 7 ) ( 7 ) Emcore Common Stock 16,265 $ 0 ( 8 ) 32,530 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RITTICHIER JEFFREY 2015 W. CHESTNUT STREET ALHAMBRA, CA91803 X Chief Executive Officer Signatures /s/ Mark A. Gordon, attorney in fact 02/21/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This amount originally represented 12,500 restricted stock units. The number of restricted stock units was subsequently adjusted, pursuant to the terms of the Issuer's 2012 Equity Incentive Plan, to reflect the effect of an equitable and proportional adjustment made in connection with a special cash dividend paid by the Issuer on July 29, 2016. ( 2 )The shares of common stock were awarded to the Reporting Person for no cash or other similar considerations. ( 3 )Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of the restricted stock units reported herein. This sale was mandated by the Issuer under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person. ( 4 )Reflects aggregate reporting of multiple open market transactions. The price reported is the weighted average sale price of sales ranging from $10.00 to $10.005 per share. The Reporting Person hereby undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price. ( 5 )Each restricted stock unit represents a contingent right to receive one share of EMCORE common stock. Restricted stock units are payable, at the election of the Issuer, in cash, EMCORE common stock, or a combination of the two. ( 6 )This amount originally represented 12,500 restricted stock units. The number of restricted stock units was subsequently adjusted, pursuant to the terms of the Issuer's 2012 Equity Incentive Plan, to reflect the effect of an equitable and proportional adjustment made in connection with a special cash dividend paid by the Issuer on July 29, 2016. ( 7 )Not later than 30 days after vesting occurs, vested shares of EMCORE common stock, an amount in cash equal to their fair market value or a combination of the two will be delivered to the Reporting Person. ( 8 )The restricted stock units were awarded to the Reporting Person for no cash or other similar consideration.

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).

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