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) 03/18/2022 | ||||||||||||||||||||||||||
| 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 | 03/18/2022 | P | 103,009 | A | $6.1778(1) | 917,455 | I | See Footnotes(2)(3)(4)(5)(6) | ||
| Common Stock | 03/18/2022 | P | 146,991 | A | $6.1778(1) | 146,991 | I | See Footnotes(7)(3)(4)(5)(6) | ||
| Common Stock | 03/18/2022 | P | 352,392 | A | $5.0702(8) | 1,269,847 | I | See Footnotes(2)(3)(4)(5)(6) | ||
| Common Stock | 03/18/2022 | P | 502,851 | A | $5.0702(8) | 649,842 | I | See Footnotes(7)(3)(4)(5)(6) | ||
| Common Stock | 03/18/2022 | P | 547,571 | A | $6.0773(9) | 1,817,418 | I | See Footnotes(2)(3)(4)(5)(6) | ||
| Common Stock | 03/18/2022 | P | 781,365 | A | $6.0773(9) | 1,431,207 | I | See Footnotes(7)(3)(4)(5)(6) | ||
| Common Stock | 03/21/2022 | P | 6,752 | A | $6.1891(10) | 1,824,170 | I | See Footnotes(2)(3)(4)(5)(6) | ||
| Common Stock | 03/21/2022 | P | 9,636 | A | $6.1891(10) | 1,440,843 | I | See Footnotes(7)(3)(4)(5)(6) | ||
| Common Stock | 03/21/2022 | P | 96,542 | A | $6.0827(11) | 1,920,712 | I | See Footnotes(2)(3)(4)(5)(6) | ||
| Common Stock | 03/21/2022 | P | 137,763 | A | $6.0827(11) | 1,578,606 | I | See Footnotes(7)(3)(4)(5)(6) | ||
| Common Stock | 208,446 | I | See Footnotes(12)(3)(4)(5)(6) | |||||||
| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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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 price reported in Column 4 is a weighted average price. These shares of Common Stock of Eastman Kodak Company (the "Issuer") were sold in multiple transactions at prices ranging from $6.025 to $6.25, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range set forth in footnotes (1), (8), (9), (10) and (11) to this Form 4. |
| 2. These securities of the Issuer are held directly by Kennedy Lewis Capital Partners Master Fund II LP ("Master Fund II", and together with Master Fund I (defined hereinafter) and Master Fund III (defined hereinafter), the "Funds") |
| 3. Kennedy Lewis Management LP (the "Adviser") acts as investment adviser to the Funds. KLM GP LLC ("KLM") is the general partner of the Adviser. Kennedy Lewis Investment Management LLC ("Kennedy Lewis") is the owner and control person of KLM. David Chene and Darren Richman are the managing members and control persons of Kennedy Lewis. Each of the Adviser, KLM and Kennedy Lewis may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities of the Issuer held by each of the Funds due to their relationship with the Funds. Kennedy Lewis GP LLC ("Fund I GP") is the general partner of Master Fund I. Kennedy Lewis Investment Holdings LLC ("Holdings I") is the managing member of Fund I GP. David Chene and Darren Richman are the managing members of Holdings I. |
| 4. (Continued from Footnote 3) Each of Fund I GP and Holdings I may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities of the Issuer held by Master Fund I due to their relationship with Master Fund I. Kennedy Lewis GP II LLC ("Fund II GP") is the general partner Master Fund II. Kennedy Lewis Investment Holdings II LLC ("Holdings II") is the managing member of Fund II GP. David Chene and Darren Richman are the managing members of Holdings II. Each of Fund II GP and Holdings II may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities held by Master Fund II due to their relationship with Master Fund II. Kennedy Lewis GP III LLC ("Fund III GP") is the general partner Master Fund III. Holdings II is the managing member of Fund III GP. |
| 5. (Continued from Footnote 4) David Chene and Darren Richman are the managing members of Holdings II. Each of Fund III GP and Holdings II may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities held by Master Fund III due to their relationship with Master Fund III. David Chene and Darren Richman, in their capacities as managing members of Kennedy Lewis, and managing members of each of Holdings I and Holdings II, may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities held by each of the Funds due to their relationships with the Funds. |
| 6. For purposes of Section 16 of the Securities Exchange Act of 1934, each of the Adviser, KLM, Kennedy Lewis, Fund I GP, Holdings I, Fund II GP, Holdings II, Fund III GP, David Chene and Darren Richman disclaims beneficial ownership of the securities of the Issuer held directly by the Funds except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any of the Adviser, KLM, Kennedy Lewis, Fund I GP, Holdings I, Fund II GP, Holdings II, Fund III GP, David Chene or Darren Richman is the beneficial owner of such securities for purposes of Section 16 or any other purpose. |
| 7. These securities of the Issuer are held directly by Kennedy Lewis Capital Partners Master Fund III LP ("Master Fund III"). |
| 8. The price reported in Column 4 is a weighted average price. These shares of Common Stock of the Issuer were sold in multiple transactions at prices ranging from $4.545 to $5.54, inclusive. |
| 9. The price reported in Column 4 is a weighted average price. These shares of Common Stock of the Issuer were sold in multiple transactions at prices ranging from $5.445 to $6.35, inclusive. |
| 10. The price reported in Column 4 is a weighted average price. These shares of Common Stock of the Issuer were sold in multiple transactions at prices ranging from $6.185 to $6.19, inclusive. |
| 11. The price reported in Column 4 is a weighted average price. These shares of Common Stock of the Issuer were sold in multiple transactions at prices ranging from $5.96 to $6.20, inclusive. |
| 12. These securities of the Issuer are held directly by Kennedy Lewis Capital Partners Master Fund LP ("Master Fund I"). |
| Remarks: |
| Due to limitations of the electronic filing system, certain of the reporting persons, including Kennedy Lewis Management LP, Kennedy Lewis Capital Partners Master Fund LP, Kennedy Lewis GP LLC, Kennedy Lewis Investment Holdings LLC, Kennedy Lewis Capital Partners Master Fund II LP, Kennedy Lewis GP II LLC, Kennedy Lewis Capital Partners Master Fund III LP, Kennedy Lewis GP III LLC and Kennedy Lewis Investment Holdings II LLC, are filing a separate Form 4. Darren Richman, a managing member of each of Kennedy Lewis Investment Management LLC, Kennedy Lewis Investment Holdings LLC, and Kennedy Lewis Investment Holdings II LLC, serves on the Board of Directors of Eastman Kodak Company (the "Issuer"). By virtue of their representation on the Board of Directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the reporting persons other than Mr. Richman are deemed directors by deputization of the Issuer. |
| KENNEDY LEWIS INVESTMENT MANAGEMENT LLC, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer | 03/22/2022 | |
| KLM GP LLC, Name: /s/ Anthony Pasqua, Title: Authorized Person | 03/22/2022 | |
| DARREN RICHMAN, Name: /s/ Darren Richman | 03/22/2022 | |
| DAVID CHENE, Name: /s/ David Chene | 03/22/2022 | |
| ** 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. | ||