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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.____________)*
eMagin Corporation
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(Name of Issuer)
Common Stock, $.001 Par Value
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(Title of Class of Securities)
29076N206
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(CUSIP Number)
December 19, 2007
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[x] Rule 13d-1(c)
[_] Rule 13d-1(d)
----------
*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 the
disclosures provided in a prior cover page.
The information required in 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 29076N206
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Kettle Hill Capital Management, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
742,771
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
742,771
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
742,771
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.89%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
CUSIP No 29076N206
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Andrew Y. Kurita
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
12,500
6. SHARED VOTING POWER
742,771
7. SOLE DISPOSITIVE POWER
12,500
8. SHARED DISPOSITIVE POWER
742,771
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,271
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.98%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
CUSIP No 29076N206
---------
Item 1. (a). Name of Issuer:
eMagin Corporation
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(b). Address of Issuer's Principal Executive Offices:
10500 NE 8th Street, Suite 1400
Bellevue, Washington 98004
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Item 2. (a). Name of Person Filing:
Kettle Hill Capital Management, LLC
Andrew Y. Kurita
------------------------------------------------------------------
(b). Address of Principal Business Office, or if None, Residence:
101 Park Avenue
23rd Floor
New York, NY 10178
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(c). Citizenship:
Kettle Hill Capital Management, LLC: Delaware
Andrew Y. Kurita: United States of America
------------------------------------------------------------------
(d). Title of Class of Securities:
Common Stock, $.001 Par Value
------------------------------------------------------------------
(e). CUSIP Number:
29076N206
------------------------------------------------------------------
Item 3. If this Statement is filed pursuant to ss.240.13d-1(b) or
240.13d-2(b), or (c), check whether the person filing is a
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act
(15 U.S.C. 78c).
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C.
78c).
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act (15 U.S.C. 78c).
(d) [_] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [_] An investment adviser in accordance with ss.
240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with ss.
240.13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C.1813);
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item
1.
(a) Amount beneficially owned:
Kettle Hill Capital Management, LLC: 742,771
Andrew Y. Kurita: 755,271
-----------------------------------------------------------------
(b) Percent of class:
Kettle Hill Capital Management, LLC: 5.89%
Andrew Y. Kurita: 5.98%
-----------------------------------------------------------------
(c) Number of shares as to which Kettle Hill Capital Management, LLC
has:
(i) Sole power to vote or to direct the vote 0
---------------,
(ii) Shared power to vote or to direct the vote 742,771
---------------,
(iii) Sole power to dispose or to direct the
disposition of 0
---------------,
(iv) Shared power to dispose or to direct the
disposition of 742,771
---------------.
Number of shares as to which Andrew Y. Kurita has:
(i) Sole power to vote or to direct the vote 12,500
---------------,
(ii) Shared power to vote or to direct the vote 742,771
---------------,
(iii) Sole power to dispose or to direct the
disposition of 12,500
---------------,
(iv) Shared power to dispose or to direct the
disposition of 742,771
---------------.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following [_].
N/A
----------------------------------------------------------------------
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale
of, such securities, a statement to that effect should be included in
response to this item and, if such interest relates to more than five
percent of the class, such person should be identified. A listing of
the shareholders of an investment company registered under the
Investment Company Act of 1940 or the beneficiaries of employee
benefit plan, pension fund or endowment fund is not required.
N/A
----------------------------------------------------------------------
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company has filed this schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
N/A
----------------------------------------------------------------------
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to
ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an
exhibit stating the identity and Item 3 classification of each member
of the group. If a group has filed this schedule pursuant to
ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
N/A
----------------------------------------------------------------------
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings with
respect to transactions in the security reported on will be filed, if
required, by members of the group, in their individual capacity. See
Item 5.
N/A
----------------------------------------------------------------------
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
December 31, 2007
------------------------------------
Date
Kettle Hill Capital Management, LLC*
By: /s/ Andrew Y. Kurita
------------------------------------
Name: Andrew Y. Kurita
Title: Managing Member
/s/ Andrew Y. Kurita
-----------------------
Name: Andrew Y. Kurita*
*The Reporting Person disclaims beneficial ownership of the shares reported
herein except to the extent of their pecuniary interest.
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See s.240.13d-7 for other
parties for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13G dated December 31, 2007
relating to Common Stock, $.001 Par Value, of eMagin Corporation shall be filed
on behalf of the undersigned.
Kettle Hill Capital Management, LLC
By: /s/ Andrew Y. Kurita
--------------------------------------
Name: Andrew Y. Kurita
Title: Managing Member
/s/ Andrew Y. Kurita
--------------------------------------
Andrew Y. Kurita
SK 21768 0001 842036