If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§240.13d-1(e), 240.13d-1(f) or 240.13d-l(g), check the following box. [ ]
The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No. 29076N 20 6
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1.
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Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Stillwater Holdings LLC
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2.
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Check the Appropriate Box if a Member of a Group
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(a) [ ]
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(b) [X]
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3.
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SEC USE ONLY
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4.
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Source of Funds (See Instructions): WC
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5.
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Check Box if Disclosure of Legal Proceedings is Required Pursuant
to
Items 2(d) or 2(e): [ ]
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6.
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Citizenship or Place of Organization: Delaware
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Number of
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7. Sole Voting Power:
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14,481,785
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Shares Beneficially
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8. Shared Voting Power:
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0
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Owned by
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Each Reporting
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9. Sole Dispositive Power:
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14,481,785
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Person with
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10. Shared Dispositive Power:
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8,637,266
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
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23,119,051*
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [ ]
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13.
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Percent of Class Represented by Amount in Row (11): 27.4%
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14.
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Type of Reporting Person (See Instructions): OO
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*
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Stillwater Holdings LLC (“Stillwater”)
may be deemed to beneficially own 23,119,051 shares of common stock, par value $0.001 per share (the “Shares”
or the “Common Stock”) of eMagin Corporation (the “Issuer”) reported herein as follows: (i)
1,136,319 Shares and Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”)
held directly by Stillwater, which are convertible into 13,345,466 Shares subject to increase as described herein; (ii) warrants
to purchase up to 100,000 Shares currently exercisable at $2.25 per Share, warrants to purchase up to 25,000 Shares, currently
exercisable at $2.45 per Share, and warrants to purchase up to 1,152,668 Shares, currently exercisable at $2.60 per Share held
directly by Stillwater Trust LLC, where the sole member of Stillwater is the managing trustee and has investment control over such
securities (iii) 4,250,000 Shares held directly by a trust where the sole member of Stillwater is the sole Manager and President
of the Trustee (iv) 783,325 Shares and Series B Preferred Stock convertible into 2,326,273 Shares held directly by Rainbow Gate
Corporation where the sole member of Stillwater is the investment manager.
The Series B Preferred Stock, when issued,
was convertible into Common Stock at a conversion price of $0.75 per Share (the “Original Conversion
Price”); however, as previously disclosed in the amendment to Schedule 13D filed by Stillwater and Ginola on
January 28, 2021, and the amendment to Schedule 13D filed by Stillwater and Ginola on February 9, 2021, Stillwater and Ginola
believed the conversion price to be lower. On February 10, 2021, following numerous inquiries by Stillwater and Ginola
without response from the Issuer, the Issuer sent a notice of adjustment to the conversation price (the
“Notice”) to all holders of Series B Preferred Stock, including Stillwater and Ginola, indicating that
that the conversion price was adjusted to $0.3022 per Share (the “Adjusted Conversion Price”) due to prior
sales under its “at the market” sales program with H.C. Wainwright & Co., LLC. The Notice is attached hereto
as Exhibit 2. The Shares and ownership reported in this report reflect the Adjusted Conversion Price. The Adjusted Conversion
Price may be further reduced to the extent the Issuer sells Shares at a price lower than $0.3022 per Share.
As a result of and subject to the foregoing,
for purposes of Reg. Section 240.13d-3, Stillwater may be deemed to beneficially own 23,119,051 Shares, or 27.4% of the Shares
deemed issued and outstanding as of the filing date of this report.
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This report shall not be deemed an admission that Stillwater is the beneficial owner of such securities for purposes of Section 13(d) or 13(g) of the Act and Stillwater disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
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CUSIP No. 29076N 20 6
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1.
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Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Ginola Limited
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2.
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Check the Appropriate Box if a Member of a Group
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(a) [ ]
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(b) [X]
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3.
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SEC USE ONLY
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4.
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Source of Funds (See Instructions): WC
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5.
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Check Box if Disclosure of Legal Proceedings is Required Pursuant
to
Items 2(d) or 2(e): [ ]
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6.
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Citizenship or Place of Organization: Jersey (Channel Islands)
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Number of
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7. Sole Voting Power:
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4,710,699
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Shares Beneficially
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8. Shared Voting Power:
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0
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|
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Owned by
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|
|
|
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Each Reporting
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9. Sole Dispositive Power:
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4,710,699
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Person with
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10. Shared Dispositive Power:
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3,245,448
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
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7,956,147**
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [ ]
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13.
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Percent of Class Represented by Amount in Row (11): 11.0%
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14.
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Type of Reporting Person (See Instructions): CO
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**
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Ginola Limited (“Ginola”) may be
deemed to beneficially own 7,956,147 Shares of the Issuer reported herein as follows: (i) 1,880,186 Shares, Series B Preferred
Stock held directly by Ginola, which are convertible into 2,657,180 Shares subject to increase as described herein, and warrants
held directly by Ginola to purchase up to 173,333 Shares currently exercisable at $2.05 per Share; (ii) 919,175 Shares and Series
B Preferred Stock convertible into 2,326,273 Shares held directly 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.
The Series B Preferred Stock, when issued,
was convertible into the Original Conversion Price; however, as previously disclosed in the amendment to Schedule 13D filed
by Stillwater and Ginola on January 28, 2021, and the amendment to Schedule 13D filed by Stillwater and Ginola on February 9, 2021, Stillwater and
Ginola believed the conversion price to be lower. On February 10, 2021, following numerous inquiries by Stillwater and Ginola
without response from the Issuer, the Issuer sent the Notice to all holders of Series B Preferred Stock, including
Stillwater and Ginola, indicating that that the conversion price was adjusted to the Adjusted Conversion Price due to prior
sales under its “at the market” sales program with H.C. Wainwright & Co., LLC. The Notice is attached hereto
as Exhibit 2. The Shares and ownership reported in this report reflect the Adjusted Conversion Price. The Adjusted Conversion
Price may be further reduced to the extent the Issuer sells Shares at a price lower than $0.3022 per Share.
As a result of and subject to the foregoing,
for purposes of Reg. Section 240.13d-3, Ginola may be deemed to beneficially own 7,956,147 Shares, or 11.0% of the Shares deemed
issued and outstanding as of the filing date of this report.
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|
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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.
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Explanatory Note
This Amendment No. 20 to Schedule 13D (“Amendment
No. 20”) 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”) to amend
the Schedule 13D (the “Schedule 13D”) originally filed by Stillwater and Ginola 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, Amendment No. 16 to the
Schedule 13D filed August 24, 2016, Amendment No. 17 to the Schedule 13D filed March 26, 2017, Amendment No. 18 to the Schedule
13D filed January 28, 2021, and Amendment No. 19 to the Schedule 13D filed February 9, 2021 with respect to beneficial ownership
of common stock, par value $0.001 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 700 South Drive, Suite 201, Hopewell Junction, NY 12533. Except as specifically provided herein, this
Amendment No. 20 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein
shall have the meanings ascribed to them in the Schedule 13D.
Item 5. Interest in Securities
of the Issuer
Item 5 of the Schedule 13D is hereby
amended to include the following:
The information contained in rows 7,
8, 9, 10, 11 and 13 of the cover pages of this report and the information set forth in or incorporated by reference in Item 2 and
Item 6 of the report is hereby incorporated by reference in its entirety into this Item 5.
(a-b) Stillwater may be deemed to beneficially
own 23,119,051 shares of Common Stock, which represents approximately 27.4% of the outstanding Common Stock of the Issuer as of
the filing date of this report (the “Filing Date”). Ginola may be deemed to beneficially own 7,956,147 shares
of Common Stock, which represents approximately 11.0% of the outstanding Common Stock of the Issuer as of the Filing Date.
(c) Except as otherwise set forth herein,
neither Stillwater nor Ginola have effected any transactions in the Issuer’s Common Stock during the 60 days prior to the
Effective Date (as defined below), there were no transactions effected in the Common Stock (or securities convertible into, exercisable
for or exchangeable for Common Stock) by Stillwater or Ginola or any person or entity controlled by it or any person or entity
for which he possesses voting or investment control over the securities thereof.
(d) Except as otherwise reported herein,
no person or entity other than Stillwater or Ginola has the right to receive, or the power to direct the receipt of dividends from,
or the proceeds from the sale of the shares of the Issuer’s Common Stock reported on this Amendment No. 19.
(e) Not applicable
The following table details
the transactions by the Stillwater and Ginola in Shares or securities exchangeable for Shares during the period commencing sixty
(60) days prior to February 8, 2021 (the “Effective Date”), and from the Effective Date through the Filing Date:
STILLWATER TRUST LLC
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Date
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Price
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Type of Transaction
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Number of Shares
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|
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1/25/2021
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$2.8941(1)
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Open Market Sale
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894,001
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|
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1/26/2021
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$2.8535(2)
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Open Market Sale
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254,892
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|
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2/3/2021
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$2.7078(3)
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Open Market Sale
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205,252
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|
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2/4/2021
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$2.8781(4)
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Open Market Sale
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317,928
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|
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2/5/2021
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$2.9825(5)
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Open Market Sale
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177,362
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|
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2/8/2021
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$3.0236(6)
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Open Market Sale
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127,655
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|
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2/9/2021
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$3.5502(7)
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Open Market Sale
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272,910
|
|
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(1)
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The price reported is a weighted average price. These shares were sold in multiple transactions
at prices ranging from $2.70 to $3.16 per share, inclusive.
|
|
(2)
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The price reported is a weighted average price. These shares were sold in multiple transactions
at prices ranging from $2.79 to $2.91 per share, inclusive.
|
|
(3)
|
The price reported is a weighted average price. These shares were sold in multiple transactions
at prices ranging from $2.60 to $2.82 per share, inclusive.
|
|
(4)
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The price reported is a weighted average price. These shares were sold in multiple transactions
at prices ranging from $2.74 to $2.99 per share, inclusive.
|
|
(5)
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The price reported is a weighted average price. These shares were sold in multiple transactions
at prices ranging from $2.92 to $3.10 per share, inclusive.
|
|
(6)
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The price reported is a weighted average price. These shares were sold in multiple transactions
at prices ranging from $2.98 to $3.09 per share, inclusive.
|
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(7)
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The price reported is a weighted average price. These shares were sold in multiple transactions
at prices ranging from $3.35 to $3.75 per share, inclusive.
|
STILLWATER HOLDINGS LLC
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Date
|
Price
|
Type of Transaction
|
Number of Shares
|
|
|
2/9/2021
|
$3.6805(1)
|
Open Market Sale
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23,467
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|
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2/10/2021
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$3.8319(2)
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Open Market Sale
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123,715
|
|
|
(1)
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The price reported is a weighted average price. These shares were sold in multiple transactions
at prices ranging from $3.67 to $3.71 per share, inclusive.
|
|
(2)
|
The price reported is a weighted average price. These shares were sold in multiple transactions
at prices ranging from $3.71 to $3.985 per share, inclusive.
|
Item 6. Contracts, Arrangements,
Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended to include
the following:
The information contained in rows 7,
8, 9, 10, 11 and 13 of the cover pages of this report and the information set forth in or incorporated by reference in Item 2 and
Item 5 of this report is hereby incorporated by reference in its entirety into this Item 6.
Series B Preferred Stock
The terms of the Certificate of Designations
provide that so long as any shares of Series B Convertible Preferred Stock, par value $0.001 per share (“Series B Preferred
Stock”), are outstanding, the Issuer may not offer, sell or issue, or enter into any agreement, arrangement or understanding
to offer, sell or issue, any common stock or common stock equivalent (other than offerings that are underwritten on a firm commitment
basis and registered with the SEC under the Securities Act) without the approval of holders of a majority of the Series B Preferred
Stock outstanding.
Additionally, unless waived by the Series
B Preferred Stock holder, the Original Conversion Price (as defined below) of the Series B Preferred Stock is adjustable to the
extent the Issuer (i) issues dividends on the Common Stock in shares of Common Stock, in any class of capital stock of the Issuer,
or in cash, (ii) issues warrants with an exercise price less than the Original Conversion Price, (iii) subdivides the outstanding
shares of Common Stock into a greater number of shares of Common Stock, or (iv) sells shares of Common Stock at a price less than
the Original Conversion Price.
The Series B Preferred Stock, when
issued, was convertible into Common Stock at a conversion price of $0.75 per Share (the “Original Conversion
Price”); however, as previously disclosed in the amendment to Schedule 13D filed by Stillwater and Ginola on
January 28, 2021, and the amendment to Schedule 13D filed by Stillwater and Ginola on February 9, 2021, Stillwater and Ginola
believed the conversion price to be lower. On February 10, 2021, following numerous inquiries by Stillwater and Ginola
without response from the Issuer, the Issuer sent a notice of adjustment to the conversation price (the
“Notice”) to all holders of Series B Preferred Stock, including Stillwater and Ginola, indicating that
that the conversion price was adjusted to $0.3022 per Share (the “Adjusted Conversion Price”) due to prior
sales under its “at the market” sales program with H.C. Wainwright & Co., LLC. The Notice is attached hereto
as Exhibit 2. The Shares and ownership reported in this report reflect the Adjusted Conversion Price. The Adjusted Conversion
Price may be further reduced to the extent the Issuer sells Shares at a price lower than $0.3022 per Share.
Item 7. To Be Filed as
Exhibits.
The following exhibit is incorporated
into this this Amendment No. 20:
Exhibit No.
|
Description
|
|
|
1
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Joint Filing Agreement, dated May 5, 2003,
by and between Stillwater Holdings LLC and Ginola Limited (incorporated by reference to the Schedule 13D filed with the Securities
and Exchange Commission on May 5, 2003).
|
2
|
Notice of adjustment to the conversation price
dated February 10, 2021.
|
Signature
After reasonable
inquiry and to the best knowledge and belief, the undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: February 10, 2021
|
|
|
|
|
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STILLWATER HOLDINGS LLC
|
|
|
|
|
|
|
|
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|
|
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By:
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/s/ Christopher Minton
|
|
|
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Name:
|
Christopher Minton
|
|
|
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Title:
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Vice President
|
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|
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GINOLA LIMITED
|
|
|
|
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|
|
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|
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By:
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/s/ Sumantha R. Sedor
|
|
|
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Name:
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Sumantha R. Sedor
|
|
|
|
Title:
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Attorney-in-Fact
|
|
Attention: Intentional misstatements or omissions
of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).