GINOLA LTD - 18 Oct 2023 Form 4 Insider Report for EMAGIN CORP

Role
10%+ Owner
Signature
/s/ James O'Grady, Attorney-in-Fact
Issuer symbol
N/A
Transactions as of
18 Oct 2023
Net transactions value
-$2,368,074
Form type
4
Filing time
20 Oct 2023, 16:43:44 UTC
Previous filing
30 Dec 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction EMAN Common Stock Disposition pursuant to a tender of shares in a change of control transaction $2,085,506 -1,002,647 -100% $2.08 0 18 Oct 2023 Direct F1
transaction EMAN Common Stock Disposition pursuant to a tender of shares in a change of control transaction $163,234 -78,478 -100% $2.08 0 18 Oct 2023 By Mount Union Corp. F1, F3
transaction EMAN Common Stock Disposition pursuant to a tender of shares in a change of control transaction $119,334 -57,372 -100% $2.08 0 18 Oct 2023 By Chelsea Trust Company, as Trustee F1, F4

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 Series B Convertible Preferred Stock Disposition pursuant to a tender of shares in a change of control transaction -500 -100% 0 18 Oct 2023 Common Stock 1,654,533 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

GINOLA LTD is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On October 18, 2023 (the "Effective Time"), pursuant to the Agreement and Plan of Merger, dated as of May 17, 2023 (the "Merger Agreement") among eMagin Corporation, a Delaware corporation (the "Company"), Samsung Display Co., Ltd., a Korean corporation ("Samsung Display"), and certain subsidiaries thereof, Samsung Display acquired the Company. Pursuant to the Merger Agreement, at the Effective Time, each share of the Company's Common Stock was converted into the right to receive $2.08 per share in cash.
F2 Pursuant to the Merger Agreement, at the Effective Time, each share of the Company's Series B Convertible Redeemable Preferred Stock was converted into the right to receive cash in an amount equal to (x) the total number of shares of the Company's Common Stock issuable upon conversion thereof immediately prior to the Effective Time, multiplied by (y) $2.08 per share. At the Effective Time, the Series B Preferred Stock had a stated value of $1,000 per share and a conversion price of $ 0.3022 per share.
F3 These securities are held solely by Mount Union Corp. The Reporting Person disclaims beneficial ownership of these securities, and this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities.
F4 These securities are held solely by Chelsea Trust Company Limited, as Trustee. The Reporting Person disclaims beneficial ownership of these securities, and this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities.