0001104659-23-110258.txt : 20231019 0001104659-23-110258.hdr.sgml : 20231019 20231019215733 ACCESSION NUMBER: 0001104659-23-110258 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231018 FILED AS OF DATE: 20231019 DATE AS OF CHANGE: 20231019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RICHSTONE ELLEN B CENTRAL INDEX KEY: 0001281526 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15751 FILM NUMBER: 231335882 MAIL ADDRESS: STREET 1: C/O SONUS NETWORKS, INC. STREET 2: 7 TECHNOLOGY PARK DRIVE CITY: WESTFORD STATE: MA ZIP: 01886 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EMAGIN CORP CENTRAL INDEX KEY: 0001046995 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 561764501 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 700 SOUTH DRIVE STREET 2: SUITE 201 CITY: HOPEWELL JUNCTION STATE: NY ZIP: 12533 BUSINESS PHONE: 845-838-7900 MAIL ADDRESS: STREET 1: 700 SOUTH DRIVE STREET 2: SUITE 201 CITY: HOPEWELL JUNCTION STATE: NY ZIP: 12533 FORMER COMPANY: FORMER CONFORMED NAME: FASHION DYNAMICS CORP DATE OF NAME CHANGE: 19980805 4 1 tm2328786-6_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2023-10-18 1 0001046995 EMAGIN CORP EMAN 0001281526 RICHSTONE ELLEN B 700 SOUTH DRIVE SUITE 201 HOPEWELL JUNCTION, NY 12533 1 0 0 0 0 Common Stock 2023-10-18 4 M 0 5557 A 42692 D Common Stock 2023-10-18 4 D 0 42692 2.08 D 0 D Restricted Stock Units 2023-10-18 4 M 0 5557 0 D Common Stock 5557 0 D Stock Option (Right to Buy) 1.65 2023-10-18 4 D 0 38509 D 2025-01-17 Common Stock 38509 0 D Stock Option (Right to Buy) 1.8 2023-10-18 4 D 0 34946 D 2028-07-01 Common Stock 34946 0 D Stock Option (Right to Buy) 0.92 2023-10-18 4 D 0 73915 D 2026-01-03 Common Stock 73915 0 D Stock Option (Right to Buy) 0.47 2023-10-18 4 D 0 150818 D 2029-07-02 Common Stock 150818 0 D Stock Option (Right to Buy) 0.83 2023-10-18 4 D 0 25000 D 2030-07-06 Common Stock 25000 0 D Stock Option (Right to Buy) 0.73 2023-10-18 4 D 0 45000 D 2032-06-10 Common Stock 45000 0 D This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of May 17, 2023, by and among the Issuer, Samsung Display Co., Ltd. ("Parent"), Emerald Intermediate, Inc., a wholly owned subsidiary of Parent ("Silk USA"), and Emerald Merger Sub, Inc., a wholly owned subsidiary of Silk USA ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger") effective as of October 18, 2023 (the "Effective Time") with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. At the Effective Time, each then-outstanding restricted stock unit ("RSU") award held by the Reporting Person became fully earned and vested with respect to the maximum number of shares underlying such RSU award. At the Effective Time, each share of Common Stock held by the Reporting Person immediately prior to the Effective Time was converted into the right to receive $2.08 in cash, without interest. At the Effective Time, each then-outstanding option to purchase Common Stock that had a per share exercise price that was less than $2.08 (each, an "In-the-Money Option") was cancelled and converted into the right to receive an amount in cash equal to the product of (I) the excess, if any, of $2.08 over the applicable exercise price per share of Common Stock subject to such cancelled In-the-Money Option multiplied by (II) the aggregate number of shares of Common Stock subject to such In-the-Money Option immediately prior to the Effective Time. /s/ Mark A. Koch, as Attorney-in-Fact 2023-10-19