This Amendment No. 17 to Schedule 13D ("
Amendment No. 17
") is being filed by Stillwater Holdings LLC, a Delaware limited liability company formerly known as Stillwater LLC ("
Stillwater
"), and Ginola Limited, a Jersey (Channel Islands) company ("
Ginola
" and, together with Stillwater, the "
Reporting Persons
"), to amend the Schedule 13D (the "
Schedule 13D
") originally filed by the Reporting Persons on May 5, 2003, and as amended by Amendment No. 1 to the Schedule 13D filed March 8, 2004, Amendment No. 2 to the Schedule 13D filed April 19, 2004, Amendment No. 3 to the Schedule 13D filed April 30, 2004, Amendment No. 4 to the Schedule 13D filed November 5, 2004, Amendment No. 5 to the Schedule 13D filed March 1, 2005, Amendment No. 6 to the Schedule 13D filed October 28, 2005, Amendment No. 7 to the Schedule 13D filed July 26, 2006, Amendment No. 8 to the Schedule 13D filed April 18, 2007, Amendment No. 9 to the Schedule 13D filed August 2, 2007, Amendment No. 10 to the Schedule 13D filed April 14, 2008, Amendment No. 11 to the Schedule 13D filed December 30, 2008, Amendment No. 12 to the Schedule 13D filed April 26, 2010, Amendment No. 13 to the Schedule 13D filed July 20, 2011, Amendment No. 14 to the Schedule 13D filed June 5, 2012, Amendment No. 15 to the Schedule 13D filed June 23, 2014 and Amendment No. 16 to the Schedule 13D filed August 24, 2016 with respect to beneficial ownership of common stock, $0.001 par value per share (the "
Common Stock
"), of eMagin Corporation ("
eMagin
" or "
Issuer
"), a corporation organized under the laws of the State of Delaware. The address of the principal executive offices of eMagin 2070 Route 52, Building 334, Hopewell Junction, NY 12533.
In accordance with Rule 13d-2 of the Act, this Amendment No. 17 amends and supplements only information that has materially changed since the August 24, 2016 filing of Amendment No. 16 to Schedule 13D.
Item 5. Interest in Securities of the Issuer.
|
|
|
Common Stock
Beneficially Owned
|
Percent
of Class
|
|
|
|
|
|
|
(a)
|
Stillwater
(
1)
|
16,059,160
|
37.7%
|
|
|
Ginola
(
3)(4)
|
4,980,694
|
13.4%
|
|
|
|
|
|
|
(b)
|
Stillwater
|
|
|
|
|
Sole Voting Power
|
6,660,834
|
16.5%
|
|
|
Shared Voting Power
|
- 0 -
|
0%
|
|
|
Sole Dispositive Power
|
6,660,834
|
16.5
|
|
|
Shared Dispositive Power
(
2)
|
9,398,326
|
25.4%
|
|
|
|
|
|
|
|
Ginola
|
|
|
|
|
Sole Voting Power
|
3,124,186
|
8.6%
|
|
|
Shared Voting Power
|
- 0 -
|
0%
|
|
|
Sole Dispositive Power
|
3,124,186
|
8.6%
|
|
|
Shared Dispositive Power
(
4)
|
1,856,508
|
5.2%
|
________________________________
|
(1)
|
Consists of Issuer's Common Stock and shares of the Issuer's Common Stock issuable upon conversion of Series B Convertible Preferred Stock issued on December 22, 2008.
|
|
(2)
|
Consists of Issuer's Common Stock, shares of the Issuer's Common Stock issuable upon conversion of Series B Convertible Preferred Stock issued on December 22, 2008 and shares of the Issuer's Common Stock issuable upon exercise of Common Stock Purchase Warrants dated August 24, 2016 and May 24, 2017 held by (i) a corporation in which the sole member of Stillwater Holdings LLC is the investment manager, (ii) a company in which the sole member of Stillwater Holdings LLC is the sole manager and president, and (iii) a trust in which the sole member of Stillwater Holdings LLC has investment control over such securities. This amount does not include 100,000 shares underlying the warrant acquired on March 24, 2017 (as described in more detail in Items 5 and 6 of this filing), which will be deemed beneficially owned on July 26, 2017. This report shall not be deemed an admission that Stillwater Holdings LLC is the beneficial owner of such securities for purposes of Section 13(d) or 13(g) of the Act and Stillwater Holdings LLC disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
|
|
(3)
|
Consists of Issuer's Common Stock, shares of the Issuer's Common Stock issuable upon conversion of Series B Convertible Preferred Stock issued on December 22, 2008 and shares of the Issuer's Common Stock issuable upon exercise of Common Stock Purchase Warrants dated December 17, 2015.
|
|
(4)
|
Consists of Issuer's Common Stock and shares of the Issuer's Common Stock issuable upon conversion of Series B Convertible Preferred Stock issued on December 22, 2008 held by trusts and holding companies with common directors and/or controlling shareholders as Ginola. This report shall not be deemed an admission that Ginola is the beneficial owner of such securities for purposes of Section 13(d) or 13(g) of the Act and Ginola disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
|
Page 4 of 6
|
CUSIP No. 29076N 20 6
|
13D
|
|
|
(c) Since the August 24, 2016 filing of Amendment No. 16 to Schedule 13D, the following transactions were effected:
(i)
On March 24, 2017, a company in which the sole member of Stillwater is the sole manager and president ("
Stillwater Affiliate
") entered into an unsecured debt financing arrangement with Issuer (the "
Line Letter Agreement
") whereby the Issuer may borrow up to $2 million for general working capital purposes and up to an additional $3 million should the Issuer's primary lender not provide borrowing availability under its normal terms and conditions.
As additional consideration for entering into the Line Letter Agreement, the Issuer paid Stillwater Affiliate a non-refundable origination fee of $50,000 and issued warrants to Stillwater Affiliate to purchase up to 100,000 shares of the Issuer's common stock at an exercise price of $2.25 per share, the closing market price of the Issuer's common stock on the date the Line Letter Agreement was executed. Such warrant is not exercisable until September 24, 2017. The foregoing is described further in the Issuer's Form 10-K filed on March 29, 2017
(ii)
On May 24, 2017, as part of an underwritten offering, Stillwater Affiliate purchased 50,000 shares of Issuer's Common Stock at $2.00 per share and received a Common Stock Purchase Warrant to purchase 25,000 shares of Issuer's Common Stock with an exercise price of $2.45 per share, exercisable on May 24, 2017 and expires on May 24, 2022, for $100,000, as such transaction is described further in the Issuer's Form 8-K filed on May 24, 2017.
|
|
|
|
|
|
(d) Not applicable.
|
|
|
|
|
|
|
|
(e) Not applicable.
|
|
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
As described above in Item 5(c)(i), on March 24, 2017, Stillwater Affiliate entered into the Line Letter Agreement with Issuer whereby the Issuer may borrow up to $2 million for general working capital purposes and up to an additional $3 million should the Issuer's primary lender not provide borrowing availability under its normal terms and conditions. As additional consideration for entering into the Line Letter Agreement, the Issuer paid Stillwater Affiliate a non-refundable origination fee of $50,000 and issued warrants to Stillwater Affiliate to purchase up to 100,000 shares of the Issuer's common stock at an exercise price of $2.25 per share, the closing market price of the Issuer's common stock on the date the Line Letter Agreement was executed. Such warrant is not exercisable until September 24, 2017. The foregoing is described further in the Issuer's Form 10-K filed on March 29, 2017
As described above in Item 5(c)(ii), on May 24, 2017, as part of an underwritten offering, Stillwater Affiliate purchased 50,000 shares of Issuer's Common Stock at $2.00 per share and received a Common Stock Purchase Warrant to purchase 25,000 shares of Issuer's Common Stock with an exercise price of $2.45 per share, exercisable on May 24, 2017 and expires on May 24, 2022, for $100,000, as such transaction is described further in the Issuer's Form 8-K filed on May 24, 2017.
Item 7. To Be Filed as Exhibits.
|
Exhibit No.
|
Description
|
|
1
|
Agreement of Reporting Persons to file joint statement on Schedule 13D
|