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: Richards, Reuben F., Jr.
Street: c/o JLMP, 650 Fifth Avenue, 3rd Floor
City, State, Zip: New York, New York 10019
2. Issuer Name and Ticker or Trading Symbol: EMCORE Corporation - EMKR
3. IRS or Social Security Number of Reporting Person (Voluntary)
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4. Statement for Month/Year: March 1997
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
( x ) Director ( x ) 10% Owner
( x ) Officer (give title below) ( ) Other (specify below)
President and Chief Executive Officer
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).
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<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 3/9/97 P 3,775 A $9.00
shares
(2) Common Stock 3/17/97 P 2,000 A $12.19
shares
(3) Common Stock 3/19/97 P 1,000 A $12.13
shares
(4) Common Stock 3/24/97 P 1,000 A $11.88
shares
(5) Common Stock 3/25/97 P 1,000 A $11.50
shares
<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 1,630,333 shares D
(2) Common Stock 1,630,333 shares D
(3) Common Stock 1,630,333 shares D
(4) Common Stock 1,630,333 shares D
(5) Common Stock 1,630,333 shares D
</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
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<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)
<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)
<PAGE>
<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)
</TABLE>
Explanation of Responses:
April 7, 1997
**Signature of Reporting Person Date
**Signature of Reporting
Person Date By: /s/ Thomas G. Werthan
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.
<PAGE>
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Reuben F. Richards, Jr. and Thomas G. Werthan, 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 (the
"Company"), Forms 3, 4, and 5 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 Form
3, 4, or 5 and timely file such form with the United States Securities
and Exchange Commission and any stock exchange or similar 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 each 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 or revocation, 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 attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
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 issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.
<PAGE>
In Witness Whereof, the undersigned has caused this Power of Attorney to
be executed as of this 3rd day of April, 1997.
/s/ Reuben F. Richards, Jr.
Signature
Reuben F. Richards, Jr.
Print Name
