SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CRONSON PAUL C

(Last)

(First)

(Middle)

C/O EMAGIN CORPORTAION

3006 NORTHUP WAY, #103

(Street)

BELLVUE

98004

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EMAGIN CORP [ EMAN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2010

4. If Amendment, Date of 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

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⁽¹⁾	06/02/2010		C		80,000⁽¹⁾	A	$0.75⁽²⁾	622,114	I	See footnote⁽⁴⁾
Common Stock	06/18/2010		S		10,000	D	$3.69	612,114	I	See footnote⁽⁵⁾
Common Stock	06/25/2010		S		10,000	D	$3.54	602,114	I	See footnote⁽⁶⁾
Common Stock	06/29/2010		S		100	D	$3.63	602,014	I	See footnote⁽⁷⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Convertible Preferred Stock⁽²⁾	$0.75	06/02/2010		C			60	12/22/2008	⁽²⁾⁽³⁾	Common Stock	80,000	⁽³⁾	140	I	See footnote⁽⁸⁾

Explanation of Responses:

1. The shares of Common Stock acquired indirectly by the Reporting Person are the underlying securities of the conversion of 60 shares of the Series B Convertible Preferred Stock held by Navacorp III LLC, whose managing member is the Reporting Person, as described in Table II.

2. 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.

3. The shares of Series B Convertible Preferred Stock were acquired by the Reporting Person pursuant to an Exchange Agreement, dated December 18, 2008, by and between eMagin Corporation Ginola Limited, Rainbow Gate Corporation, and Navacorp III LLC, whose managing member is the Reporting Person (the "Holders"). Pursuant to the Exchange Agreement, the Holders exchanged $1,700,000 of their outstanding notes and accrued and unpaid interest there on and received an aggregate of 1,706 shares of the Preferred Stock (the amount of the outstanding principal and accrued and unpaid interest due to the Notes exchanged divided by $1,000).

4. The Reporting Person has an indirect pecuniary interest in 80,000 shares of Common Stock held by Navacorp III LLC, which are the underlying securities of the conversion of 60 shares of the Series B Convertible Preferred Stock held by Navacorp III LLC. The Reporting Person exercises the sole voting power with respect to the shares held in the name of Navacorp III LLC.

5. The Reporting Person has a direct and an indirect pecuniary interest in the 612,114 shares of the Common Stock of which 447,116 shares are held by Navacorp III LLC. The Reporting Person exercises the sole voting power with respect to the shares held in the name of Navacorp III LLC.

6. The Reporting Person has a direct and an indirect pecuniary interest in 602,114 shares of the Common Stock of which 437,116 shares are held by Navacorp III LLC. The Reporting Person exercises the sole voting power with respect to the shares held in the name of Navacorp III LLC.

7. The Reporting Person has a direct and an indirect pecuniary interest in 602,014 shares of the Common Stock of which 437,016 shares are held by Navacorp III LLC. The Reporting Person exercises the sole voting power with respect to the shares held in the name of Navacorp III LLC.

8. The Reporting Person has an indirect pecuniary interest in 140 shares of the Series B Convertible Preferred Stock held by Navacorp III LLC. The Reporting Person exercises the sole voting power with respect to the shares held in the name of Navacorp III LLC.

	/s/ Paul Cronson	08/26/2010
	** Signature of Reporting Person	Date
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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