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^*

STILLWATER LLC

(Last)

(First)

(Middle)

15 EAST 62ND STREET

(Street)

NEW YORK

10021

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/09/2007

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								760,682	D
Common Stock								262,842	I	By Rainbow Gate Corporation⁽¹⁾

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 Purchase Warrants (right to buy)	$0.48	04/09/2007		P		1,000,000		04/09/2007	07/21/2011	Common Stock	1,000,000	⁽²⁾	1,000,000	D
6% Secured Convertible Note	$0.35	04/09/2007		P		1,428,571		04/09/2007	01/21/2008⁽³⁾	Common Stock	1,428,571	$500,000	1,428,571	D
Stock Purchase Warrants (right to buy)	$2.6⁽⁴⁾	07/21/2006		H			192,308	07/21/2006	12/14/2006	Common Stock	192,308	⁽⁴⁾⁽⁹⁾	0	D
Stock Purchase Warrants (right to buy)	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	30,000		30,000	D
Stock Purchase Warrants (right to buy)	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	51,776		51,776	D
Stock Purchase Warrants (right to buy)	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	29,742		29,742	I	By Rainbow Gate Corporation⁽¹⁾
Stock Purchase Warrants (right to buy)	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	54,545		54,545	I	By Rainbow Gate Corporation⁽¹⁾
6% Secured Convertible Note	⁽¹⁰⁾							⁽¹⁰⁾	⁽³⁾	Common Stock	269,231		269,231	I	By Rainbow Gate Corporation⁽¹⁾
Stock Purchase Warrants (right to buy)	⁽⁴⁾⁽¹¹⁾							⁽¹¹⁾	⁽¹¹⁾	Common Stock	188,462		188,462	I	By Rainbow Gate Corporation⁽¹⁾

Explanation of Responses:

1. These securities are owned solely by Rainbow Gate Corporation. The sole member of Stillwater LLC is the investment manager of Rainbow Gate Corporation, and this report shall not be deemed an admission that Stillwater LLC is the beneficial owner of these securities except to the extent of its pecuniary interest therein.

2. The Stock Purchase Warrants were acquired on April 9, 2007 as part of a private placement by the Issuer and in accordance with the Note Purchase Agreement, dated July 21, 2006, as amended on March 28, 2007, between the Issuer and the Reporting Person, which obligated the Reporting Person to purchase up to $500,000 of secured notes and warrants if the warrants acquired on July 21, 2006 were not exercised (see Note 9 below) and other conditions in the Note Purchase Agreement were satisfied.

3. 50% of the Principal amount of the 6% Secured Convertible Note matures on July 21, 2007 and the remaining 50% expires on January 21, 2008.

4. The Stock Purchase Warrants were acquired on July 21, 2006 as part of a private placement by the Issuer.

5. The warrants to purchase Issuer's Common Stock have an exercise price of $4.257 per share, are exercisable immediately, and will expire on June 20, 2007.

6. The warrants to purchase Issuer's Common Stock have an exercise price of $27.60 per share, are exercisable immediately, and will expire on June 10, 2008.

7. The warrants to purchase Issuer's Common Stock are exercisable immediately, will expire on April 25, 2010, and had an exercise price of $8.60 per share prior to the private placement described in Note 2 above but are subject to re-pricing due to such private placement in accordance with the terms of the original warrant.

8. The warrants to purchase Issuer's Common Stock have an exercise price of $10.00 per share, are exercisable immediately, and will expire on October 20, 2010. The Stock Purchase Warrants were acquired on October 26, 2005 as part of a private placement by the Issuer.

9. These warrants expired and were not exercised by the Reporting Person.

10. The 6% Secured Convertible Note is convertible to Issuer's Common Stock at a conversion price of $2.60 per share and are exercisable immediately.

11. The warrants to purchase Issuer's Common Stock have an exercise price of $3.60 per share, are exercisable immediately, and will expire on July 21, 2011.

	/s/ Mortimer D.A. Sackler	04/11/2007
	** 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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