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^*

RIVKIN JACK L

(Last)

(First)

(Middle)

C/O EMAGIN CORPORATION

2070 ROUTE 52

(Street)

HOPEWELL JUNCTION

12533

(City)

(State)

(Zip)

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

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)
03/03/2004

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, $.001 par value	03/03/2004		M		237,462	A	$0.5264	320,795	D
Common Stock, $.001 par value	03/03/2004		M⁽¹⁾		10,421	A	$2.48	331,216	D
Common Stock, $.001 par value	03/03/2004		M		161,456	A	$0.7742	492,672	D
Common Stock, $.001 par value	03/03/2004		M⁽²⁾		3,944	A	$2.48	496,616	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 (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)
Secured Convertible Notes	$0.5264	03/03/2004		M			237,462	01/14/2002	11/01/2005⁽³⁾	Common Stock	237,462	⁽⁴⁾	0	D
Secured Convertible Notes	$0.7742	03/03/2004		M			161,456	04/25/2003	11/01/2005	Common Stock	161,456	⁽⁵⁾	0	D
Warrants (right to buy	$2.76	03/03/2004		J⁽⁶⁾		26,410		03/03/2004	⁽⁸⁾	Common Stock	26,410	⁽⁶⁾	26,410	D
Warrants (right to buy	$2.76	03/03/2004		J⁽⁷⁾		23,598		03/03/2004	⁽⁸⁾	Common Stock	23,598	⁽⁷⁾	50,008	D
Warrants (right to buy	$2.76	03/03/2004		J⁽⁶⁾		17,607		03/03/2004	⁽⁹⁾	Common Stock	17,607	⁽⁶⁾	17,607	D
Warrants (right to buy	$2.76	03/03/2004		J⁽⁷⁾		15,732		03/03/2004	⁽⁹⁾	Common Stock	15,732	⁽⁷⁾	33,339	D

Explanation of Responses:

1. Acquired upon conversion of $25,844 of interest owed to the reporting person on Secured Convertible Notes described in Footnote 4, below.

2. Acquired upon conversion of $9,781 of interest owed to the reporting person on Secured Convertible Notes described in Footnote 5, below.

3. Secured Convertible Notes were amended and restated on April 25, 2003, whereby the expiration date was extended from August 30, 2002 to November 1, 2005.

4. For an aggregate purchase price of $125,000, the reporting person purchased a $125,000 principal amount Secured Convertible Note, convertible into 85,616 shares of Common Stock (the "Note"), and Warrants to purchase 51,370 shares of Common Stock. In consideration of waiving the Issuer's default on certain provisions of the Note, and pursuant to an Omnibus Amendment, Waiver and Consent Agreement (the "Agreement"), dated January 14, 2002, the reporting person's Note and Warrants were amended and reissued. Pursuant to the Agreement, the Issuer: (1) cancelled the Note and issued to the reporting person a new $125,000 principal amount Secured Convertible Note with a lower conversion price, convertible into 237,462 shares of Common Stock; (2) cancelled the Warrants and issued to the reporting person new Warrants to purchase 51,370 shares of Common Stock at a lower exercise price; and (3) issued to the reporting person additional Warrants to purchase 91,107 shares of Common Stock.

5. On April 25, 2003, for an aggregate purchase price of $125,000, the reporting person purchased a $125,000 principal amount secured convertible note, convertible into 161,456 shares of common stock of the Issuer, and warrants to purchase 161,456 shares of common stock of the Issuer.

6. Issued by eMagin Corporation in consideration for converting Secured Convertible Notes described in Footnote 4, above.

7. Issued by eMagin Corporation in consideration for converting Secured Convertible Notes described in Footnote 5, above.

8. Exercisable until the later of (i) twelve (12) months from the date upon which a registration statement covering the shares issuable upon exercise of the Warrants is declared effective by the Securities and Exchange Commission, or (ii) December 31, 2005.

9. Exercisable until four (4) years from the date upon which a registration statement covering the shares issuable upon exercise of the Warrants is declared effective by the Securities and Exchange Commission.

	Jack Rivkin	03/05/2004
	** 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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