Edgar Filing: EMAGIN CORP

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

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 OGIER FIDUCIARY SERVIES LIMITED, ST. HELIER, JERSEY CHANNEL ISLANDS

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2008

(Street)

JE49WG

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/02/2008		P		240,385	A	$ 1.04	554,494	D
Common Stock	04/02/2008		P		240,385	A	$ 1.04	280,007	I	By Crestflower Corporation ⁽²⁾
Common Stock								262,842	I	By Rainbow Gate Corporation ⁽¹⁾
Common Stock								57,372	I	By Chelsea Trust Company, as Trustee ⁽²⁾
Common Stock								65,080	I	By Ogier Trustee (Jersey) Limited, as Trustee ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Purchase Warrants (right to buy)

$ 1.3

04/02/2008

P⁽⁸⁾

120,193

04/02/2008

04/02/2013

Common Stock

120,193

⁽⁸⁾

120,193

Stock Purchase Warrants (right to buy)

$ 1.3

04/02/2008

P⁽⁸⁾

120,193

04/02/2008

04/02/2013

Common Stock

120,193

⁽⁸⁾

120,193

By Crestflower Corporation ⁽²⁾

Amended and Restated 8% Secured Convertible Note

$ 0.75 ⁽³⁾

⁽³⁾

Common Stock

1,066,666

Stock Purchase Warrants (right to buy)

$ 1.03 ⁽⁴⁾

⁽⁴⁾

Common Stock

746,666

Stock Purchase Warrants (right to buy)

$ 27.6 ⁽⁵⁾

⁽⁵⁾

Common Stock

16,653

Stock Purchase Warrants (right to buy)

$ 4.09 ⁽⁶⁾

⁽⁶⁾

Common Stock

29,742

Amended and Restated 8% Secured Convertible Note

$ 0.75 ⁽³⁾

⁽³⁾

Common Stock

933,333

By Rainbow Gate Corporation ⁽¹⁾

Stock Purchase Warrants (right to buy)

$ 1.03 ⁽⁴⁾

⁽⁴⁾

Common Stock

653,333

By Rainbow Gate Corporation ⁽¹⁾

Stock Purchase Warrants (right to buy)

$ 4.09 ⁽⁶⁾

⁽⁶⁾

Common Stock

29,742

By Rainbow Gate Corporation ⁽¹⁾

Stock Purchase Warrants (right to buy)

$ 10 ⁽⁷⁾

⁽⁷⁾

Common Stock

54,545

By Rainbow Gate Corporation ⁽¹⁾

Stock Purchase Warrants (right to buy)

$ 4.09 ⁽⁶⁾

⁽⁶⁾

Common Stock

32,540

By Ogier Trustee (Jersey) Limited, as Trustee ⁽²⁾

Stock Purchase Warrants (right to buy)

$ 10 ⁽⁷⁾

⁽⁷⁾

Common Stock

27,273

By Chelsea Trust Company, as Trustee ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GINOLA LTD C/O OGIER FIDUCIARY SERVIES LIMITED ST. HELIER, JERSEY CHANNEL ISLANDS JE49WG		X

Signatures

/s/ Joerg Fischer		04/04/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These securities are owned by Rainbow Gate Corporation. The sole shareholder of the Reporting Person is also the sole shareholder of Rainbow Gate Corporation.
(2)	These securities are owned solely by Crestflower Corporation, Ogier Trustee (Jersey) Limited, as trustee, and Chelsea Trust Company Limited, as trustee, as indicated. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities.
(3)	The notes have an 8% interest rate, a conversion price of $0.75, are convertible immediately and mature on December 21, 2008
(4)	The warrants to purchase Issuer's Common Stock have an exercise price of $1.03, are exercisable immediately, and will expire on July 21, 2011.
(5)	The warrants to purchase Issuer's Common Stock have an exercise price of $27.60 per share, are exercisable immediately, and will expire on June 10, 2008.
(6)	The warrants to purchase Issuer's Common Stock are exercisable immediately, will expire on April 25, 2010, and had an exercise price of $4.09 per share prior to the execution of the Securities Purchase Agreement but are subject to re-pricing due to the execution of the Securities Purchase Agreement in accordance with the terms of the original warrant.
(7)	The warrants to purchase Issuer's Common Stock have an exercise price of $10.00 per share, are exercisable immediately and will expire on October 20, 2010.
(8)	The Stock Purchase Warrants were acquired on April 2, 2008 as part of a private placement by the Issuer in accordance with the Securities Purchase Agreement, dated April 2, 2008 between the Issuer and the Reporting Person.

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