Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

 

 

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¹ Consists of Issuer’s Common Stock and the aggregate number of shares of the Issuer’s Common Stock issuable upon exercise of Stock Purchase Warrants dated April 9, 2007 (as amended on July 23, 2007) and December 22, 2008, and upon conversion of Series B Convertible Preferred Stock issued on December 22, 2008.

² Consists of Issuer’s Common Stock and the aggregate number of shares of the Issuer’s Common Stock issuable upon exercise of warrants and upon conversion of Series B Convertible Preferred Stock issued on December 22, 2008. The sole member of Stillwater LLC is the investment manager of a corporation that owns such reported securities.

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³ Consists of Issuer’s Common Stock and the aggregate number of shares of the Issuer’s Common Stock issuable upon conversion of Series B Convertible Preferred Stock issued on December 22, 2008.

⁴ Consists of Issuer’s Common Stock and the aggregate number of shares of the Issuer’s Common Stock issuable upon exercise of warrants, and upon conversion of Series B Convertible Preferred Stock issued on December 22, 2008, owned by trusts and holding companies with the same directors and/or controlling shareholders as Ginola Limited. This report shall not be deemed an admission that Ginola Limited is the beneficial owner of such securities for purposes of Section 13(d) or 13(g) of the Act.

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This Amendment No. 12 to Schedule 13D (“Amendment No. 12”) is being filed by Stillwater LLC, a Delaware limited liability company (“Stillwater”) and Ginola Limited, a company organized in Isle of Man (“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 and Amendment No. 11 to the Schedule 13D filed December 30, 2008 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 is 10500 N.E. 8th Street, Suite 1400, Bellevue, WA 98004.

In accordance with Exchange Act Rule 13d-2, this Amendment No. 12 amends and supplements only information that has materially changed since the December 30, 2008 filing of Amendment No. 11 to Schedule 13D.

Item 5. Interest in Securities of the Issuer.

				Common Stock				Percent
				Beneficially Owned				of Class
(a)		Stillwater 1			12,686,037				45.7	%
		Ginola 3, 4			4,622,512				21.5	%

				Common Stock				Percent
(b)		Stillwater		Beneficially Owned				of Class
		Sole Voting Power			10,910,833				40.7	%
		Shared Voting Power			-0-				0	%
		Sole Dispositive Power			10,910,833				40.7	%
		Shared Dispositive Power 2			1,775,204				8.7	%

				Common Stock				Percent
		Ginola		Beneficially Owned				of Class
		Sole Voting Power			2,311,214				11.3	%
		Shared Voting Power			-0-				0	%
		Sole Dispositive Power			2,311,214				11.3	%
		Shared Dispositive Power 4			2,311,298				11.3	%

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(c) Since the filing of Amendment No. 11 to Schedule 13D on December 30, 2008 the following transactions were effected:

(i) Stillwater elected to do a cashless exercise of Warrant No. 325 (pursuant to Section 10(b) of such warrant because the requirements of such section were met due to the Issuer failing to have an effective registration statement covering the underlying shares of such warrant) on April 14, 2010 for 240,385 shares of Issuer’s Common Stock at an exercise price of $1.13 per share and received a net amount of 176,470 shares of Issuer’s Common Stock after the cashless exercise of such warrant.

(ii) Stillwater elected to do a partial cashless exercise of Warrant No. 333 (pursuant to Section 10(b) of such warrant because the requirements of such section were met due to the Issuer failing to have an effective registration statement covering the underlying shares of such warrant) on April 14, 2010 for 875,467 shares of Issuer’s Common Stock at an exercise price of $1.03 per share and received a net amount of 663,294 shares of Issuer’s Common Stock after the cashless exercise of such warrant.

(iii) Rainbow Gate Corporation, a corporation in which its investment manager is the sole member of Stillwater and its controlling shareholder is the same as Ginola (“Rainbow Gate”), elected to do a cashless exercise of a Series F Warrant (pursuant to Section 3(d) of such warrant because the requirements of such section were met due to the Issuer failing to have an effective registration statement covering the underlying shares of such warrant) on April 14, 2010 for 29,742 shares of Issuer’s Common Stock at an exercise price of $2.50 per share and received a net amount of 12,246 shares of Issuer’s Common Stock after the cashless exercise of such warrant.

(iv) Rainbow Gate elected to do a cashless exercise of Warrant No. ARW-310 (pursuant to Section 2(b) of such warrant because the requirements of such section were met due to the Issuer failing to have an effective registration statement covering the underlying shares of such warrant) on April 14, 2010 for 653,333 shares of Issuer’s Common Stock at an exercise price of $1.03 per share and received a net amount of 494,995 shares of Issuer’s Common Stock after the cashless exercise of such warrant.

(v) Ginola elected to do a cashless exercise of a Series F Warrant (pursuant to Section 3(d) of such warrant because the requirements of such section were met due to the Issuer failing to have an effective registration statement covering the underlying shares of such warrant) on April 14, 2010 for 29,742 shares of Issuer’s Common Stock at an exercise price of $2.50 per share and received a net amount of 12,246 shares of Issuer’s Common Stock after the cashless exercise of such warrant.

(vi) Ginola elected to do a cashless exercise of Warrant No. 326 (pursuant to Section 10(b) of such warrant because the requirements of such section were met due to the Issuer failing to have an effective registration statement covering the underlying shares of such warrant) on April 14, 2010 for 120,193 shares of Issuer’s Common Stock at an exercise price of $1.13 per share and received a net amount of 88,235 shares of Issuer’s Common Stock after the cashless exercise of such warrant.

(vii) Ginola elected to do a cashless exercise of Warrant No. ARW-311 (pursuant to Section 2(b) of such warrant because the requirements of such section were met due to the Issuer failing to have an effective registration statement covering the underlying shares of such warrant) on April 14, 2010 for 746,666 shares of Issuer’s Common Stock at an exercise price of $1.03 per share and received a net amount of 565,709 shares of Issuer’s Common Stock after the cashless exercise of such warrant.

(viii) Crestflower Corporation, a corporation with substantially the same directors as Ginola, elected to do a cashless exercise of Warrant No. 327 (pursuant to Section 10(b) of such warrant because the requirements of such section were met due to the Issuer failing to have an effective registration statement covering the underlying shares of such warrant) on April 14, 2010 for 120,193 shares of Issuer’s Common Stock at an exercise price of $1.13 per share and received a net amount of 88,235 shares of Issuer’s Common Stock after the cashless exercise of such warrant.

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(ix) Mount Union Corp., a corporation with substantially the same directors as Ginola, elected to do a cashless exercise of a Series F Warrant (pursuant to Section 3(d) of such warrant because the requirements of such section were met due to the Issuer failing to have an effective registration statement covering the underlying shares of such warrant) on April 14, 2010 for 32,540 shares of Issuer’s Common Stock at an exercise price of $2.50 per share and received a net amount of 13,398 shares of Issuer’s Common Stock after the cashless exercise of such warrant.

(d) Not applicable.

(e) Not applicable.

Item 7. To Be Filed as Exhibits.

Exhibit No.		Description		Page
1		Agreement of Reporting Persons to file joint statement on Schedule 13D			8

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Signatures

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.

Date: April 26, 2010