Edgar Filing: JONES GARY W

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

JONES GARY W

2. Issuer Name and Ticker or Trading Symbol
EMAGIN CORP [EMA]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Former Pres., CEO & Director

(Last)

(First)

(Middle)

1580 ROUTE 52

3. Date of Earliest Transaction (Month/Day/Year)
01/11/2007

(Street)

HOPEWELL JUNCTION, NY 12533

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $.001 par value	01/11/2007		J⁽¹⁾		500,000	A	$ 0	999,898	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 2.6

01/11/2007

J⁽²⁾

32,500

01/02/2002

01/02/2007

Common Stock

32,500

$ 0

380,711 ⁽³⁾

Stock Option (right to buy)

$ 3.4

01/11/2007

J⁽²⁾

44,435

07/14/2002

07/14/2007

Common Stock

44,435

$ 0

336,276 ⁽³⁾

Stock Option (right to buy)

$ 2.6

01/11/2007

J⁽²⁾

15,254

04/23/2003

04/23/2013

Common Stock

15,254

$ 0

321,022 ⁽³⁾

Stock Option (right to buy)

$ 2.6

01/11/2007

J⁽²⁾

9,152

04/24/2003

04/24/2013

Common Stock

9,152

$ 0

311,870 ⁽³⁾

Stock Option (right to buy)

$ 2.6

01/11/2007

J⁽²⁾

9,152

04/24/2003

12/01/2013

Common Stock

9,152

$ 0

302,718 ⁽³⁾

Stock Option (right to buy)

$ 2.6

01/11/2007

J⁽²⁾

78,000

05/17/2004

05/17/2009

Common Stock

78,000

$ 0

224,718 ⁽³⁾

Stock Option (right to buy)

$ 2.6

01/11/2007

J⁽²⁾

22,750

03/17/2005

03/17/2010

Common Stock

22,750

$ 0

201,968 ⁽³⁾

Stock Option (right to buy)

$ 2.6

01/11/2007

J⁽²⁾

11,700

11/30/2005

11/30/2012

Common Stock

11,700

$ 0

190,268 ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
JONES GARY W 1580 ROUTE 52 HOPEWELL JUNCTION, NY 12533				Former Pres., CEO & Director

Signatures

/s/ Gary W. Jones		01/29/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents shares of common stock issued to the Reporting Person by the Issuer pursuant to that certain Executive Separation and Consulting Agreement dated as of January 11, 2007.
(2)	The Reporting Person forfeited 222,943 stock options of the Issuer, which constitutes all of the stock options of the Issuer which he currently owns, pursuant to the terms of that certain Executive Separation and Consulting Agreement dated as of January 11, 2007.
(3)	Includes options to purchase an aggregate of 190,268 shares of common stock owned by the Reporting Person's spouse.

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