EMCORE Corporation
EMCORE CORP (Form: 4, Received: 02/21/2017 14:54:05)
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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

RITTICHIER JEFFREY
2. Issuer Name and Ticker or Trading Symbol

EMCORE CORP [ EMKR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

2015 W. CHESTNUT STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

2/16/2017
(Street)

ALHAMBRA, CA 91803
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/16/2017     A    16265   (1) A   (2) 212422   D    
Common Stock   2/17/2017     S    6237   (3) D $10.00   (4) 206185   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units     (5) 2/16/2017     M      16265   (6)        (7)   (7) Emcore Common Stock   16265   $0   (8) 32530   D    

Explanation of Responses:
( 1)  This amount originally represented 12,500 restricted stock units. The number of restricted stock units was subsequently adjusted, pursuant to the terms of the Issuer's 2012 Equity Incentive Plan, to reflect the effect of an equitable and proportional adjustment made in connection with a special cash dividend paid by the Issuer on July 29, 2016.
( 2)  The shares of common stock were awarded to the Reporting Person for no cash or other similar considerations.
( 3)  Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of the restricted stock units reported herein. This sale was mandated by the Issuer under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.
( 4)  Reflects aggregate reporting of multiple open market transactions. The price reported is the weighted average sale price of sales ranging from $10.00 to $10.005 per share. The Reporting Person hereby undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
( 5)  Each restricted stock unit represents a contingent right to receive one share of EMCORE common stock. Restricted stock units are payable, at the election of the Issuer, in cash, EMCORE common stock, or a combination of the two.
( 6)  This amount originally represented 12,500 restricted stock units. The number of restricted stock units was subsequently adjusted, pursuant to the terms of the Issuer's 2012 Equity Incentive Plan, to reflect the effect of an equitable and proportional adjustment made in connection with a special cash dividend paid by the Issuer on July 29, 2016.
( 7)  Not later than 30 days after vesting occurs, vested shares of EMCORE common stock, an amount in cash equal to their fair market value or a combination of the two will be delivered to the Reporting Person.
( 8)  The restricted stock units were awarded to the Reporting Person for no cash or other similar consideration.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
RITTICHIER JEFFREY
2015 W. CHESTNUT STREET
ALHAMBRA, CA 91803
X
Chief Executive Officer

Signatures
/s/ Mark A. Gordon, attorney in fact 2/21/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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      POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Mark Gordon, Director of Finance
at EMCORE Corporation, signing singly, the undersigned's true and lawful
attorney-in-fact to:

(1)     execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of EMCORE Corporation, Forms 3, 4 and 5, and all
amendments thereto, in accordance with Section 16(a) of the Securities Exchange
Act of 1934 and the rules thereunder;

(2)     do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Forms 3, 4 and 5,
complete and execute any amendment or amendments thereto, and timely file such
forms with the United States Securities and Exchange Commission and any stock
exchange or other authority; and

(3)     take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary or
proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution, hereby ratifying and
confirming all that such attorney-in-fact, or such attorney-in-fact's substitute
or substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted.  The undersigned acknowledges
that the foregoing attorney-in-fact, in serving in such capacity at the request
of the undersigned, is not assuming, nor is EMCORE Corporation assuming, any of
the undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.  The undersigned agrees that the foregoing
attorney-in-fact may rely entirely on information furnished orally or in writing
by the undersigned to such attorney-in-fact.  The undersigned also agrees to
indemnify and hold harmless EMCORE Corporation and the foregoing
attorney-in-fact against any losses, claims, damages or liabilities (or actions
in these respects) that arise out of or are based upon any untrue statements or
omission of necessary facts in the information provided by the undersigned to
such attorney-in-fact for purposes of executing, acknowledging, delivering or
filing Forms 3, 4 and 5 and all amendments thereto, and agrees to reimburse such
company and the attorney-in-fact for any legal or other expenses reasonably
incurred in connection with investigating or defending against any such loss,
claim, damage, liability or action.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities of EMCORE Corporation,
unless earlier revoked by the undersigned in a signed writing delivered by
registered or certified mail, return receipt requested, to the Secretary of
EMCORE Corporation.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 2nd day of February, 2017.

Name:

/s/ Jeffrey Rittichier

Name: Jeffrey Rittichier
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