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^*

Becker Drapkin Management, L.P.

(Last)

(First)

(Middle)

500 CRESCENT COURT, SUITE 230

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EMCORE CORP [ EMKR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2015

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	08/10/2015		S		172,512	D	$7.4	1,579,939	I	See footnotes⁽¹⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾
Common Stock	08/10/2015		S		24,302	D	$7.4	222,596	I	See footnotes⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾
Common Stock	08/10/2015		S		68,620	D	$7.4	628,459	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾
Common Stock	08/11/2015		S		13,973	D	$7.33	1,565,966	I	See footnotes⁽¹⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾
Common Stock	08/11/2015		S		1,969	D	$7.33	220,627	I	See footnotes⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾
Common Stock	08/11/2015		S		5,558	D	$7.33	622,901	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾
Common Stock	08/12/2015		S		62,392	D	$7.32	1,503,574	I	See footnotes⁽¹⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾
Common Stock	08/12/2015		S		8,790	D	$7.32	211,837	I	See footnotes⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾
Common Stock	08/12/2015		S		24,818	D	$7.32	598,083	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾
Common Stock								7,576	D⁽⁶⁾

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)

1. Name and Address of Reporting Person^*

Becker Drapkin Management, L.P.

(Last)

(First)

(Middle)

500 CRESCENT COURT, SUITE 230

(Street)

DALLAS

75201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BECKER DRAPKIN PARTNERS (QP), L.P.

(Last)

(First)

(Middle)

500 CRESCENT COURT, SUITE 230

(Street)

DALLAS

75201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BECKER DRAPKIN PARTNERS, L.P.

(Last)

(First)

(Middle)

500 CRESCENT COURT, SUITE 230

(Street)

DALLAS

75201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BC Advisors LLC

(Last)

(First)

(Middle)

500 CRESCENT COURT, SUITE 230

(Street)

DALLAS

75201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Drapkin Matthew A

(Last)

(First)

(Middle)

C/O BECKER DRAPKIN MANAGEMENT, L.P.

500 CRESCENT COURT, SUITE 230

(Street)

DALLAS

75201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Becker Steven R

(Last)

(First)

(Middle)

C/O BECKER DRAPKIN MANAGEMENT, L.P.

500 CRESCENT COURT, SUITE 230

(Street)

DALLAS

75201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Represents Common Stock directly beneficially owned by Becker Drapkin Partners (QP), L.P. ("Becker Drapkin QP") (1,503,574 shares).

2. Represents Common Stock directly beneficially owned by Becker Drapkin Partners, L.P. ("Becker Drapkin, L.P.") (211,837 shares).

3. Represents Common Stock directly beneficially owned by a managed account on behalf of an investment advisory client (the "Managed Account") of Becker Drapkin Management, L.P. ("BD Management") (598,083 shares).

4. BD Management, as the general partner of, and investment manager for, Becker Drapkin QP and Becker Drapkin, L.P. and the investment manager for the Managed Account, may be deemed to beneficially own the securities described in footnotes (1), (2) and (3). BC Advisors, LLC ("BCA"), as the general partner of BD Management, and Mr. Becker and Mr. Drapkin, as the sole members and co-managing members of BCA and limited partners of BD Management, may in each case be deemed to be beneficial owners of the securities described in footnotes (1), (2) and (3).

5. BD Management disclaims any beneficial ownership of all of the Common Stock listed herein, except to the extent of any pecuniary interest therein. Becker Drapkin QP disclaims beneficial ownership of the Common Stock described in footnotes (2) and (3). Becker Drapkin, L.P. disclaims beneficial ownership of the Common Stock described in footnotes (1) and (3). BCA disclaims beneficial ownership of all of the Common Stock listed herein, except to the extent of any pecuniary interest therein. Mr. Becker (who is a director of the Issuer) and Mr. Drapkin disclaim beneficial ownership of all of the Common Stock described herein, except to the extent of any pecuniary interest therein.

6. These shares are directly beneficially owned by Mr. Becker and were acquired pursuant to the EMCORE Corporation 2007 Directors' Stock Award Plan for Mr. Becker's service as a non-employee director.

7. This filing constitutes a Form 4 exit filing for all reporting persons other than Mr. Becker. The Form 4 filed on June 23, 2015 incorrectly stated that it was an exit filing.

Remarks:

Member of a 13D group that is no longer a 10% group

	BECKER DRAPKIN MANAGEMENT, L.P., By: BC Advisors, LLC, its general partner, By: /s/ Adam J. Brunk, Name: Adam J. Brunk, Title: Attorney-in-Fact	08/12/2015
	BECKER DRAPKIN PARTNERS (QP), L.P., By: Becker Drapkin Management, L.P., its general partner, By: /s/ Adam J. Brunk, Name: Adam J. Brunk, Title: Attorney-in-Fact	08/12/2015
	BECKER DRAPKIN PARTNERS, L.P., By: Becker Drapkin Management, L.P., its general partner, By: /s/ Adam J. Brunk, Name: Adam J. Brunk, Title: Attorney-in-Fact	08/12/2015
	BC ADVISORS, LLC, By: /s/ Adam J. Brunk, Name: Adam J. Brunk, Title: Attorney-in-Fact	08/12/2015
	STEVEN R. BECKER, By: /s/ Adam J. Brunk, Name: Adam J. Brunk, Title: Attorney-in-Fact	08/12/2015
	MATTHEW A. DRAPKIN, By: /s/ Adam J. Brunk, Name: Adam J. Brunk, Title: Attorney-in-Fact	08/12/2015
	** 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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