Eric-Yves Mahe Form 4 EASTMAN KODAK / Eric-Yves Mahe ownership change

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^*

Mahe Eric-Yves

(Last) (First) (Middle)

EASTMAN KODAK COMPANY

343 STATE STREET

(Street)

ROCHESTER NY 14650

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EASTMAN KODAK CO [ KODK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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, par value $.01	04/28/2017		M		4,995	A	$0	11,168	D
Common Stock, par value $.01	04/28/2017		M		2,038	A	$0	13,206	D
Common Stock, par value $.01	04/28/2017		M		4,734	A	$0	17,940	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Restricted Stock Units	$0	04/28/2017		M			4,995	04/28/2017	04/28/2017	Common Stock, par value $.01	4,995	$0	0	D
Restricted Stock Units	$0(1)	04/28/2017		M			2,038	(1)	04/28/2018	Common Stock, par value $.01	2,038	$0	2,040	D
Restricted Stock Units	$0(2)							(2)	05/12/2018	Common Stock, par value $.01	1,858		1,858	D
Restricted Stock Units	$0(3)	04/28/2017		M			4,734	(3)	04/28/2019	Common Stock, par value $.01	4,734	$0	9,471	D
Restricted Stock Units	$0(4)	04/28/2017		A		15,910		(4)	04/28/2020	Common Stock, par value $.01	15,910	$0	15,910	D
Stock Option (Right to Buy)	$20.44							(5)	04/27/2022	Common Stock, par value $.01	17,508		17,508	D
Stock Option (Right to Buy)	$17.95							(6)	05/11/2022	Common Stock, par value $.01	7,003		7,003	D
Stock Option (Right to Buy)	$12.32							(7)	04/27/2023	Common Stock, par value $.01	33,461		33,461	D
Stock Option (Right to Buy)	$11	04/28/2017		A		0(8)		(8)	04/27/2024	Common Stock, par value $.01	0(8)	$0	0(8)	D

Explanation of Responses:

1. These restricted stock units, which convert into common stock on a one-for-one basis, vest one-third on each of the first three anniversaries of the 4/28/2015 grant date.

2. These restricted stock units, which convert into common stock on a one-for-one basis, vest one-third on each of the first three anniversaries of the 5/12/2015 grant date.

3. These restricted stock units, which convert into common stock on a one-for-one basis, vest one-third on each of the first three anniversaries of the 4/28/2016 grant date.

4. These restricted stock units, which convert into common stock on a one-for-one basis, were granted under the Company's 2013 Omnibus Incentive Plan in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice or Mr. Mahe's employment agreement, vest one-third on each of the first three anniversaries of the 4/28/2017 grant date.

5. This option vests one-third on each of the first three anniversaries of the 4/28/2015 grant date.

6. This option vests one-third on each of the first three anniversaries of the 5/12/2015 grant date.

7. This option vests one-third on each of the first three anniversaries of the 4/28/2016 grant date.

8. This option was granted under the Company's 2013 Omnibus Incentive Plan in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice or Mr. Mahe's employment agreement, vests one-third on each of the first three anniversaries of the 4/28/2017 grant date. The number of shares underlying the option canot be determined at this time, but will be based on $175,000 divided by the Black-Scholes valuation of the option on the grant date. Once the number is determined, Mr. Mahe will file an amendment to this report.

Remarks:

	/s/ Sharon E. Underberg, Attorney-in-fact for Eric-Yves Mahe	05/02/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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