SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol EASTMAN KODAK CO [ KODK ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/13/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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(1)(2)(3)(4) | 08/13/2015 | P | 494,083 | A | $14.71 | 677,792 | D | |||
| Common Stock(1)(2)(3)(4) | 08/13/2015 | P | 494,083 | A | $14.71 | 677,792 | I | Notes(1)(2) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
| 125% Warrants(1)(2)(3)(4) | $14.93 | 08/13/2015 | P | 33,628 | 09/03/2013 | 09/03/2018 | Common Stock | 33,628 | $3.61 | 39,932 | D | ||||
| 135% Warrants(1)(2)(3)(4) | $16.12 | 08/13/2015 | P | 33,628 | 09/03/2013 | 09/03/2018 | Common Stock | 33,628 | $2.88 | 39,932 | D | ||||
| 125% Warrants(1)(2)(3)(4) | $14.93 | 08/13/2015 | P | 33,628 | 09/03/2013 | 09/03/2018 | Common Stock | 33,628 | $3.61 | 39,932 | I | Notes(1)(2) | |||
| 135% Warrants(1)(2)(3)(4) | $16.12 | 08/13/2015 | P | 33,628 | 09/03/2013 | 09/03/2018 | Common Stock | 33,628 | $2.88 | 39,932 | I | Notes(1)(2) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The filing of this Form 4 shall not be construed as an admission that BlueMountain Montenvers Holdings, LLC ("BMMH") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any of (i) the shares of Common Stock, par value $0.01 per share (the "Common Stock"), of Eastman Kodak Company (the "Issuer"), (ii) any warrants to purchase shares of Common Stock at an exercise price of $14.93 (the "125% Warrants") or (iii) any warrants to purchase shares of Common Stock at an exercise price of $16.12 (the "135% Warrants"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, BMMH disclaims such beneficial ownership, except to the extent of its pecuniary interest. |
| 2. BlueMountain Capital Management, LLC ("BMCM") is the investment manager of BlueMountain Montenvers Master Fund SCA SICAV-SIF ("BMMMF"), and in that capacity directs the voting and disposition of securities held by BMMMF and receives an asset-based fee with respect to BMMMF's investment activities. BMMH holds shares in BMMMF pursuant to which it receives a performance based allocation. |
| 3. On August 13, 2015, BMMMF acquired 494,083 shares of Common Stock, 33,628 125% Warrants and 33,628 135% Warrants from BlueMountain Long/Short Credit Master Fund L.P. ("BMLSC"), a private fund for which BMCM also acts as investment manager. |
| 4. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16(a)-3(j) under the Exchange Act. |
| Remarks: |
| BlueMountain Montenvers Master Fund SCA SICAV-SIF., By: /s/ Eric M. Albert, Chief Compliance Officer | 08/17/2015 | |
| BlueMountain Montenvers Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer | 08/17/2015 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||