Sharon E. Underberg Form 4 EASTMAN KODAK / Sharon E. Underberg 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^*

Underberg Sharon E.

(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)
General Counsel, Sec., SVP

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2015

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	05/18/2015		G		300(1)	A	$0	300	I	By Spouse
Common Stock, par value $.01	04/04/2016		G	V	150(1)	D	$0	150	I	By Spouse
Common Stock, par value $.01	12/15/2016		M		3,292	A	$0(2)	7,015	D
Common Stock, par value $.01	12/15/2016		F		1,218(3)	D	$16.35	5,797	D
Common Stock, par value $.01	12/15/2016		M		5,278	A	$0(4)	11,075	D
Common Stock, par value $.01	12/15/2016		F		1,952(3)	D	$16.35	9,123	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(2)	12/15/2016		M			3,292	(2)	12/15/2017	Common Stock, par value $.01	3,292	$0	3,293	D
Restricted Stock Units	$0(4)	12/15/2016		M			5,278	(4)	12/15/2018	Common Stock, par value	5,278	$0	10,558	D
Restricted Stock Units	$0(5)	12/15/2016		A		15,291		(5)	12/15/2019	Common Stock, par value	15,291	$0	15,291	D
Stock Option (Right to Buy)	$20.25							(6)	12/14/2021	Common Stock, par value $.01	27,286		27,286	D
Stock Option (Right to Buy)	$12.63							(7)	12/14/2022	Common Stock, par value $.01	39,604		39,604	D
Stock Option (Right to Buy)	$16.35	12/15/2016		A		0(8)		(8)	12/14/2023	Common Stock, par value $.01	0(8)	$0	0(8)	D
125% Warrants to purchase Common Stock, par value $.01	$14.93							09/03/2013	09/03/2018	Common Stock, par value $.01	314(9)		314	D
135% Warrants to purchase Common Stock, par value $.01	$16.12							09/03/2013	09/03/2018	Common Stock, par value $.01	314(9)		314	D

Explanation of Responses:

1. These shares were purchased by Ms. Underberg's father-in-law and held in a joint account with Ms. Underberg's husband. Following her father-in-law's death, the shares were transferred into an individual account in her husband's name.

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 12/15/14 grant date.

3. Shares withheld to cover tax withholding obligations upon the vesting of restricted stock units.

4. 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 12/15/15 grant date.

5. 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 vest one-third on each of the first three anniversaries of the grant date.

6. This option vests one-third on each of the first three anniversaries of the 12/15/14 grant date.

7. This option vests one-third on each of the first three anniversaries of the 12/15/15 grant date.

8. This option was granted under the Company's 2013 Omnibus Incentive Plan in a transaction exempt under Rule 16b-3 and vests one-third on each of the first three anniversaries of the grant date. The number of shares underlying the option cannot be determined at this time, but will be based on $250,000 divided by the Black-Scholes valuation of the option on the grant date. Once the number is determined, Ms. Underberg will file an amendment to this report.

9. Each of these Warrants entitles the holder to purchase one share of common stock; however for each Warrant exercised, the holder will receive a net share amount equal to the number of shares issuable upon the exercise multiplied by the closing sale price of the common stock on the exercise date minus the exercise price, divided by the closing sale price, together with cash for any fractional shares.

Remarks:

	/s/ Sharon E. Underberg	12/16/2016
	** Signature of Reporting Person	Date
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