U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 4 OMB APPROVAL OMB Number: 3235-0287 Expires: September 30, 1998 Estimated average burden hours per response: 0.5 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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(f) of the Investment Company Act of 1940 ( ) Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). 1. Name and Address of Reporting Person* Last, First, Middle: The AER 1997 Trust Street: c/o JLMP, 650 Fifth Avenue, 3rd Floor City, State, Zip: New York, NY 10019 2. Issuer Name and Ticker or Trading Symbol: EMCORE Corporation - EMKR 3. IRS or Social Security Number of Reporting Person (Voluntary) 4. Statement for Month/Year: December 1997 5. If Amendment, Date of Original (Month/Year)
<PAGE> 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) ( ) Director ( x ) 10% Owner ( ) Officer (give title below) ( ) Other (specify below) 7. Individual or Joint/Group Filing (Check Applicable Line) ( x ) Form filed by One Reporting Person ( ) Form filed by More than One Reporting Person * If the form is filed by more than one reporting person, see Instruction 4(b)(v).
<TABLE> <CAPTION> Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security 2. Transaction Date 3. Transaction 4. Securities Acquired (A) (Instr. 3) (Month/Day/Year) Code or Disposed of (D) (Instr. 8) (Instr. 3, 4, and 5) (A) or Code V Amount (D) Price <S> <C> <C> <C> <C> <C> <C> <C> (1) Common Stock 12/03/97 X 766,559 A $4.08 <CAPTION> Table I -- Continued 1. Title of Security 5. Amount of Securities 6. Ownership Form: 7. Nature of Indirect (Instr. 3) Beneficially Owned Direct (D) or Beneficial Ownership at End of Month Indirect (I) (Instr. 4) (Instr. 3 and 4) (Instr. 4) <S> <C> <C> <C> <C> (1) Common Stock 1,446,559 D </TABLE>
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
<TABLE> <CAPTION> Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security 2. Conver- 3. Trans- 4. Transac- 5. Number of Deriv- (Instr. 3) sion or action tion Code ative Securities Exercise Date (Instr. 8) Acquired (A) or Price of (Month/ Disposed of (D) Deriv- Day/ (Instr. 3, 4 and 5) ative Year) Security Code V (A) (D) <S> <C> <C> <C> <C> <C> <C> <C> (1) Common Stock Warrant (right to buy) $4.08 12/03/97 X 766,559 <CAPTION> Table II -- Continued 1. Title of Derivative Security 6. Date Exercisable and 7. Title and Amount of (Instr. 3) Expiration Date Underlying Securities (Month/Day/Year) (Instr. 3 and 4) Amount or Date Expiration Number of Exercisable Date Title Shares <S> <C> <C> <C> <C> <C> (1) Common Stock Warrant (right to buy) Immed. 5/01/01 Common Stock 766,559 <CAPTION> Table II -- Continued 1. Title of Derivative Security 8. Price of 9. Number of 10. Ownership 11. Nature of (Instr. 3) Derivative Derivative Form of Indirect Security Securities Derivative Beneficial (Instr. 5) Beneficially Security: Ownership Owned at End Direct (D) (Instr. 4) of Month or Indirect (Instr. 4) (I) (Instr. 4) <S> <C> <C> <C> <C> <C> (1) Common Stock Warrant (right to buy) 0 D </TABLE>
<PAGE> Explanation of Responses: Name of Reporting Person: The AER 1997 Trust By /s/ Thomas G. Werthan January 9, 1997 **Signature of Reporting Person Date Name: Thomas G. Werthan Title: Attorney-in-Fact ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.