Ginola Ltd - Oct 18, 2023 Form 4 Insider Report for EMAGIN CORP (EMAN)

Role: 10%+ Owner
Signature: /s/ James O'Grady, Attorney-in-Fact
Stock symbol: EMAN
Transactions as of: Oct 18, 2023
Transactions value $: -$2,368,074
Form type: 4
Date filed: 10/20/2023, 04:43 PM
Previous filing: Dec 30, 2022

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	-$2.09M	-1M	-100%	$2.08	0	Oct 18, 2023	Direct	F1
transaction	EMAN	Common Stock	Disposition pursuant to a tender of shares in a change of control transaction	-$163K	-78.5K	-100%	$2.08	0	Oct 18, 2023	By Mount Union Corp.	F1, F3
transaction	EMAN	Common Stock	Disposition pursuant to a tender of shares in a change of control transaction	-$119K	-57.4K	-100%	$2.08	0	Oct 18, 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	Oct 18, 2023	Common Stock	1.65M		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.