Eastman Kodak (KODK) Form 4 EASTMAN KODAK / JAMES V CONTINENZA 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^*

CONTINENZA JAMES V

(Last) (First) (Middle)

C/O 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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/27/2020

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								650,000	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
Stock Option (Right to Buy)	$3.03	07/27/2020		A		981,707		(1)	02/19/2026	Common Stock, par value $.01	981,707	$0	981,707	D
Stock Option (Right to Buy)	$4.53	07/27/2020		A		298,780		(1)	02/19/2026	Common Stock, par value $.01	298,780	$0	298,780	D
Stock Option (Right to Buy)	$6.03	07/27/2020		A		298,780		(1)	02/19/2026	Common Stock, par value $.01	298,780	$0	298,780	D
Stock Option (Right to Buy)	$12	07/27/2020		A		170,733		(1)	02/19/2026	Common Stock, par value $.01	170,733	$0	170,733	D
Stock Option (Right to Buy)	$3.03							(2)	02/19/2026	Common Stock, par value $.01	1,150,000		1,150,000	D
Stock Option (Right to Buy)	$4.53							(2)	02/19/2026	Common Stock, par value $.01	350,000		350,000	D
Stock Option (Right to Buy)	$6.03							(2)	02/19/2026	Common Stock, par value $.01	350,000		350,000	D
Stock Option (Right to Buy)	$12							(2)	02/19/2026	Common Stock, par value $.01	200,000		200,000	D
Phantom Stock	$0(3)							(3)	(3)	Common Stock, par value $.01	241,589		241,589	D

Explanation of Responses:

1. These options were granted under the Company's 2013 Omnibus Incentive Plan, as amended, in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice, 28.57% of these options vest immediately, with the remaining 71.43% vesting on the conversion of the Company's outstanding 5.00% Secured Convertible Notes due 2021. If the 5.00% Secured Convertible Notes due 2021 are not fully converted, the 71.43% remainder portion of the options will vest on a pro rata basis based on the percentage converted.

2. This option is fully vested as of the date of this report.

3. Each share of phantom stock represents a right to receive one share of common stock and becomes payable at the election of Mr. Continenza in the year following the year of his separation from service as a director in either a single lump sum payment or in a maximum of ten annual installments.

Remarks:

	/s/ Roger W. Byrd, Attorney-in-fact for James V. Continenza	07/29/2020
	** 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).
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