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) 05/23/2017 | ||||||||||||||||||||||||||
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)(5)(6)(7) | 05/23/2017 | S | 4,300,000 | D | $10.75 | 0 | I | Footnotes(1)(2)(3)(4)(5) | ||
Common Stock(1)(2)(3)(4)(5)(6)(7) | 05/23/2017 | S | 3,721,067 | D | $10.75 | 0 | I | Footnotes(1)(2)(3)(4) | ||
Common Stock(1)(2)(3)(4)(5)(6)(7) | 05/23/2017 | S | 1,726,634 | D | $10.75 | 0 | I | Footnotes(1)(2)(3) | ||
Common Stock(1)(2)(3)(4)(5)(6)(7) | 05/23/2017 | S | 1,726,634 | D | $10.75 | 0 | I | Footnotes(1)(2)(3) | ||
Common Stock(1)(2)(3)(4)(5)(6)(7) | 05/23/2017 | S | 1,726,634 | D | $10.75 | 0 | D | |||
Common Stock(1)(2)(3)(4)(5)(6)(7) | 05/23/2017 | S | 110,498 | D | $10.75 | 0 | I | Footnotes(1)(2)(3) | ||
Common Stock(1)(2)(3)(4)(5)(6)(7) | 05/23/2017 | S | 110,498 | D | $10.75 | 0 | D | |||
Common Stock(1)(2)(3)(4)(5)(6)(7) | 05/23/2017 | S | 187,694 | D | $10.75 | 0 | D | |||
Common Stock(1)(2)(3)(4)(5)(6)(7) | 05/23/2017 | S | 145,444 | D | $10.75 | 0 | I | Footnotes(1)(2)(3) | ||
Common Stock(1)(2)(3)(4)(5)(6)(7) | 05/23/2017 | S | 145,444 | D | $10.75 | 0 | D | |||
Common Stock(1)(2)(3)(4)(5)(6)(7) | 05/23/2017 | S | 1,101,174 | D | $10.75 | 0 | I | Footnotes(1)(2)(3) | ||
Common Stock(1)(2)(3)(4)(5)(6)(7) | 05/23/2017 | S | 1,101,174 | D | $10.75 | 0 | D | |||
Common Stock(1)(2)(3)(4)(5)(6)(7) | 05/23/2017 | S | 204,074 | D | $10.75 | 0 | I | Footnotes(1)(2)(4) | ||
Common Stock(1)(2)(3)(4)(5)(6)(7) | 05/23/2017 | S | 204,074 | D | $10.75 | 0 | D | |||
Common Stock(1)(2)(3)(4)(5)(6)(7) | 05/23/2017 | S | 391,239 | D | $10.75 | 0 | I | Footnotes(1)(2)(4) | ||
Common Stock(1)(2)(3)(4)(5)(6)(7) | 05/23/2017 | S | 391,239 | D | $10.75 | 0 | D | |||
Common Stock(1)(2)(3)(4)(5)(6)(7) | 05/23/2017 | S | 152,890 | D | $10.75 | 0 | I | Footnotes(1)(2)(4) | ||
Common Stock(1)(2)(3)(4)(5)(6)(7) | 05/23/2017 | S | 152,890 | D | $10.75 | 0 | D | |||
Common Stock(1)(2)(3)(4)(5)(6)(7) | 05/23/2017 | S | 280,353 | D | $10.75 | 0 | I | Footnotes(1)(2)(4) | ||
Common Stock(1)(2)(3)(4)(5)(6)(7) | 05/23/2017 | S | 280,353 | D | $10.75 | 0 | D |
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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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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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 any of BlueMountain Capital Management, LLC ("BMCM"), GP Holdings, the General Partners, BMM GP (each as defined in Footnote 4) or BMCA GP (as defined in Footnote 3) 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 the shares of Common Stock, par value $0.01 per share (the "Common Stock"), of Eastman Kodak Company (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of BMCM, GP Holdings, the General Partners, BMM GP and BMCA GP disclaims such beneficial ownership, except to the extent of its pecuniary interest. |
2. BMCM is the investment manager of each of the following private investment funds that previously owned shares of Common Stock: (i) Blue Mountain Credit Alternatives Master Fund L.P. ("BMCA"); (ii) BlueMountain Guadalupe Peak Fund L.P. ("BMGP"); (iii) BlueMountain Kicking Horse Fund L.P. ("BMKH"); (iv) BlueMountain Credit Opportunities Master Fund I L.P. ("BMCO"); (v) BlueMountain Distressed Master Fund L.P. ("BMD"); (vi) BlueMountain Strategic Credit Master Fund L.P. ("BMSC"); (vii) BlueMountain Summit Trading L.P. ("BMST" and, together with BMCA, BMGP, BMKH, BMCO, BMD and BMSC, the "Partnerships"); (viii) BlueMountain Timberline Ltd. ("BMT"); and (ix) BlueMountain Montenvers Master Fund SCA SICAV-SIF ("BMM" and, together with the Partnerships and BMT, the "Funds"). BMCM, although it directed the voting and disposition of the Common Stock held by the Funds, only received an asset-based fee relating to the Common Stock held by the Funds. |
3. (i) Blue Mountain CA Master Fund GP, Ltd. ("BMCA GP") is the general partner of BMCA and had an indirect profits interest in the Common Stock previously owned by it; (ii) Blue Mountain Credit GP, LLC ("BMC GP") is the sole owner of BMCA GP and had an indirect profits interest in the Common Stock previously owned by BMCA; (iii) BlueMountain Long/Short Credit GP, LLC ("BMGP GP") is the general partner of BMGP and had an indirect profits interest in the Common Stock previously owned by it; (iv) BlueMountain Kicking Horse Fund GP, LLC ("BMKH GP") is the general partner of BMKH and had an indirect profits interest in the Common Stock previously owned by it; (v) BlueMountain Credit Opportunities GP I, LLC ("BMCO GP") is the general partner of BMCO and had an indirect profits interest in the Common Stock previously owned by it; |
4. (vi) BlueMountain Distressed GP, LLC ("BMD GP") is the general partner of BMD and had an indirect profits interest in the Common Stock previously owned by it; (vii) BlueMountain Strategic Credit GP, LLC ("BMSC GP") is the general partner of BMSC and had an indirect profits interest in the Common Stock previously owned by it; (viii) BlueMountain Summit Opportunities GP II, LLC ("BMST GP" and, together with BMC GP, BMGP GP, BMKH GP, BMCO GP, BMD GP and BMSC GP, the "General Partners") is the general partner of BMST and had an indirect profits interest in the Common Stock previously owned by it; and (ix) BlueMountain Montenvers GP S.a r.l. ("BMM GP") is the general partner of BMM and had an indirect profits interest in the Common Stock previously owned by it. BlueMountain GP Holdings, LLC ("GP Holdings") is the sole owner of each of the General Partners and thus had an indirect profits interest in the Common Stock previously owned by the Partnerships. |
5. BMCM is the sole owner of BMM GP and thus had an indirect profits interest in the Common Stock previously owned by BMM. |
6. On May 23, 2017, (i) BMCA sold 1,726,634 shares of Common Stock, (ii) BMGP sold 110,498 shares of Common Stock, (iii) BMT sold 187,694 shares of Common Stock, (iv) BMKH sold 145,444 shares of Common Stock, (v) BMCO sold 1,101,174 shares of Common Stock, (vi) BMD sold 204,074 shares of Common Stock, (vii) BMM sold 391,239 shares of Common Stock, (viii) BMSC sold 152,890 shares of Common Stock and (ix) BMST sold 280,353 shares of Common Stock. |
7. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16(a)-3(j) under the Exchange Act. The Form 4 for certain additional Reporting Persons is being filed separately and simultaneously with this Form 4 due to the limitation of 10 Reporting Persons per filing. |
Remarks: |
BlueMountain Credit Opportunities GP I, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer | 05/24/2017 | |
BlueMountain Credit Opportunities Master Fund I L.P., By: BlueMountain Credit Opportunities GP I, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer | 05/24/2017 | |
BlueMountain Distressed GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer | 05/24/2017 | |
BlueMountain Distressed Master Fund L.P., By: BlueMountain Distressed GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer | 05/24/2017 | |
BlueMountain Montenvers GP S.a r.l., By: /s/ Eric M. Albert, Chief Compliance Officer | 05/24/2017 | |
BlueMountain Montenvers Master Fund SCA SICAV-SIF, By: BlueMountain Montenvers GP S.a r.l., By: /s/ Eric M. Albert, Chief Compliance Officer | 05/24/2017 | |
BlueMountain Strategic Credit GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer | 05/24/2017 | |
BlueMountain Strategic Credit Master Fund L.P., By: BlueMountain Strategic Credit GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer | 05/24/2017 | |
BlueMountain Summit Opportunities GP II, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer | 05/24/2017 | |
BlueMountain Summit Trading L.P., By: BlueMountain Summit Opportunities GP II, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer | 05/24/2017 | |
** 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. |