Paul C. Cronson - 18 Oct 2023 Form 4 Insider Report for EMAGIN CORP

Role
Director
Signature
/s/ Mark A. Koch, as Attorney-in-Fact
Issuer symbol
N/A
Transactions as of
18 Oct 2023
Net transactions value
-$437,672
Form type
4
Filing time
19 Oct 2023, 21:55:42 UTC
Previous filing
13 Jun 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction EMAN Common Stock Options Exercise +5,557 +2.7% 210,419 18 Oct 2023 Direct F1, F2
transaction EMAN Common Stock Disposed to Issuer $437,672 -210,419 -100% $2.08 0 18 Oct 2023 Direct F1, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction EMAN Restricted Stock Units Options Exercise $0 -5,557 -100% $0.000000* 0 18 Oct 2023 Common Stock 5,557 Direct F1, F2
transaction EMAN Stock Option (Right to Buy) Disposed to Issuer -38,509 -100% 0 18 Oct 2023 Common Stock 38,509 $1.65 Direct F1, F4
transaction EMAN Stock Option (Right to Buy) Disposed to Issuer -34,946 -100% 0 18 Oct 2023 Common Stock 34,946 $1.80 Direct F1, F4
transaction EMAN Stock Option (Right to Buy) Disposed to Issuer -73,915 -100% 0 18 Oct 2023 Common Stock 73,915 $0.9200 Direct F1, F4
transaction EMAN Stock Option (Right to Buy) Disposed to Issuer -150,818 -100% 0 18 Oct 2023 Common Stock 150,818 $0.4700 Direct F1, F4
transaction EMAN Stock Option (Right to Buy) Disposed to Issuer -25,000 -100% 0 18 Oct 2023 Common Stock 25,000 $0.8300 Direct F1, F4
transaction EMAN Stock Option (Right to Buy) Disposed to Issuer -45,000 -100% 0 18 Oct 2023 Common Stock 45,000 $0.7300 Direct F1, F4
transaction EMAN Series B Convertible Preferred Stock Disposed to Issuer -120 -100% 0 18 Oct 2023 Common Stock 397,088 See footnote F1, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Paul C. Cronson is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 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.
F5 At the Effective Time, each share of Series B Convertible Preferred Stock issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive cash, without interest, in an amount equal to (x) the total number of shares of Common Stock issuable upon conversion of the Series B Convertible Preferred Stock that are owned immediately prior to the Effective Time, multiplied by (y) $2.08, without interest.
F6 The Reporting Person has an indirect pecuniary interest in the securities held by Navacorp III LLC. The Reporting Person exercises the sole voting power with respect to the shares held in the name of Navacorp III LLC.