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^*

GINOLA LTD

(Last)

(First)

(Middle)

C/O OGIER FIDUCIARY SERVIES LIMITED

ST. HELIER, JERSEY CHANNEL ISLANDS

(Street)

JE49WG

(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)
07/23/2007

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								314,109	D
Common Stock								262,842	I	By Rainbow Gate Corporation⁽¹⁾
Common Stock								57,371	I	By Chelsea Trust Company, as Trustee⁽²⁾
Common Stock								65,080	I	By Ogier Trustee (Jersey) Limited, as Trustee⁽²⁾
Common Stock								39,622	I	By Crestflower Corporation⁽²⁾

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)
6% Secured Convertible Note	$2.6	07/23/2007		H⁽³⁾			307,692	07/21/2006	01/21/2008⁽³⁾	Common Stock	307,692	$800,000	0	D
Amended and Restated 8% Secured Convertible Note	$0.75	07/23/2007		P⁽³⁾		1,066,666		07/23/2007	12/21/2008	Common Stock	1,066,666	$800,000	1,066,666	D
Stock Purchase Warrants (right to buy)	$3.6	07/23/2006		H⁽⁴⁾			215,385	07/21/2006	07/21/2011	Common Stock	215,385	⁽⁴⁾	0	D
Amended Stock Purchase Warrants (right to buy)	$1.03	07/23/2007		P⁽⁴⁾		746,666		07/23/2007	07/21/2011	Common Stock	746,666	⁽⁴⁾	746,666	D
6% Secured Convertible Note	$2.6	07/23/2007		H⁽³⁾			269,231	07/21/2006	01/21/2008⁽³⁾	Common Stock	269,231	$700,000	0	I	By Rainbow Gate Corporation⁽¹⁾
Amended and Restated 8% Secured Convertible Note	$0.75	07/23/2007		P⁽³⁾		933,333		07/23/2007	12/21/2008	Common Stock	933,333	$700,000	933,333	I	By Rainbow Gate Corporation⁽¹⁾
Stock Purchase Warrants (right to buy)	$3.6	07/23/2007		H⁽⁴⁾			188,462	07/21/2006	07/21/2001	Common Stock	188,462	⁽⁴⁾	0	I	By Rainbow Gate Corporation⁽¹⁾
Amended Stock Purchase Warrants (right to buy)	$1.03	07/23/2007		P⁽⁴⁾		653,333		07/23/2007	07/21/2011	Common Stock	653,533	⁽⁴⁾	653,333	I	By Rainbow Gate Corporation⁽¹⁾
Stock Purchase Warrants (right to buy)	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	16,653		16,523	D
Stock Purchase Warrants (right to buy)	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	29,743		29,742	D
Stock Purchase Warrants (right to buy)	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	29,742		29,742	I	By Rainbow Gate Corporation⁽¹⁾
Stock Purchase Warrants (right to buy)	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	54,545		54,545	I	By Rainbow Gate Corporation⁽¹⁾
Stock Purchase Warrants (right to buy)	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	32,540		32,540	I	By Ogier Trustee (Jersey) Limited, as Trustee⁽²⁾
Stock Purchase Warrants (right to buy)	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	27,273		27,273	I	By Chelsea Trust Company, as Trustee⁽²⁾

Explanation of Responses:

1. These securities are owned by Rainbow Gate Corporation. The sole shareholder of the Reporting Person is also the sole shareholder of Rainbow Gate Corporation.

2. These securities are owned solely by Crestflower Corporation, Ogier Trustee (Jersey) Limited, as trustee, and Chelsea Trust Company Limited, as trustee, as indicated. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities.

3. The outstanding 6% Secured Convertible Note purchased on July 21, 2006, as part of a private placement by the Issuer, in which 50% of the principal amount matured on July 23, 2007 and 50% would have matured on January, 21, 2008, was amended pursuant to an Amendment Agreement with the Issuer, effective July 23, 2006 (the "Amendment Agreement"), which extended the maturity date for the entire note to December 21, 2008, reduced the conversion price from $2.60 to $0.75 and increased the interest rate from 6% to 8%. This amendment is reported above as the cancellation of the "old" note and the acquisition of a new one.

4. The Stock Purchase Warrants acquired on July 21, 2006 as part of a private placement by the Issuer was amended pursuant to the Amendment Agreement, which decreased the warrant purchase price from $3.60 to $1.03. This amendment is reported above as the cancellation of the "old" warrant and the acquisition of a new one.

5. 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.

6. The warrants to purchase Issuer's Common Stock are exercisable immediately, will expire on April 25, 2010, and had an exercise price of $7.12 per share prior to the execution of the Amendment Agreement but are subject to re-pricing due to the execution of the Amendment Agreement in accordance with the terms of the original warrant.

7. 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.

	/s/ Jonathan G. White	07/25/2007
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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