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^*

JONES GARY W

(Last)

(First)

(Middle)

1580 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)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former Pres., CEO & Director

3. Date of Earliest Transaction (Month/Day/Year)
01/11/2007

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	01/11/2007		J⁽¹⁾		500,000	A	$0	999,898	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)
Stock Option (right to buy)	$2.6	01/11/2007		J⁽²⁾			32,500	01/02/2002	01/02/2007	Common Stock	32,500	$0	380,711⁽³⁾	D
Stock Option (right to buy)	$3.4	01/11/2007		J⁽²⁾			44,435	07/14/2002	07/14/2007	Common Stock	44,435	$0	336,276⁽³⁾	D
Stock Option (right to buy)	$2.6	01/11/2007		J⁽²⁾			15,254	04/23/2003	04/23/2013	Common Stock	15,254	$0	321,022⁽³⁾	D
Stock Option (right to buy)	$2.6	01/11/2007		J⁽²⁾			9,152	04/24/2003	04/24/2013	Common Stock	9,152	$0	311,870⁽³⁾	D
Stock Option (right to buy)	$2.6	01/11/2007		J⁽²⁾			9,152	04/24/2003	12/01/2013	Common Stock	9,152	$0	302,718⁽³⁾	D
Stock Option (right to buy)	$2.6	01/11/2007		J⁽²⁾			78,000	05/17/2004	05/17/2009	Common Stock	78,000	$0	224,718⁽³⁾	D
Stock Option (right to buy)	$2.6	01/11/2007		J⁽²⁾			22,750	03/17/2005	03/17/2010	Common Stock	22,750	$0	201,968⁽³⁾	D
Stock Option (right to buy)	$2.6	01/11/2007		J⁽²⁾			11,700	11/30/2005	11/30/2012	Common Stock	11,700	$0	190,268⁽³⁾	D

Explanation of Responses:

1. Represents shares of common stock issued to the Reporting Person by the Issuer pursuant to that certain Executive Separation and Consulting Agreement dated as of January 11, 2007.

2. The Reporting Person forfeited 222,943 stock options of the Issuer, which constitutes all of the stock options of the Issuer which he currently owns, pursuant to the terms of that certain Executive Separation and Consulting Agreement dated as of January 11, 2007.

3. Includes options to purchase an aggregate of 190,268 shares of common stock owned by the Reporting Person's spouse.

	/s/ Gary W. Jones	01/29/2007
	** 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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