Statement of Changes in Beneficial Ownership (4)

Date : 08/15/2019 @ 8:30PM
Source : Edgar (US Regulatory)
Stock : Eastman Kodak Company (KODK)
Quote : 2.52  -0.01 (-0.40%) @ 12:59AM

Statement of Changes in Beneficial Ownership (4)

FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

CONTINENZA JAMES V
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
(Last)          (First)          (Middle)

C/O EASTMAN KODAK COMPANY, 343 STATE STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

8/13/2019
(Street)

ROCHESTER, NY 14650
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   8/13/2019     P    20000   A $2.12   (1) 20000   D  
 
Common Stock, par value $.01   8/14/2019     P    10000   A $2.00   (2) 30000   D  
 
Common Stock, par value $.01   8/15/2019     P    70000   A $2.04   (3) 100000   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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   (4)                    (4)   (4) Common Stock, par value $.01   88029     88029   D  
 
Stock Option (Right to Buy)   $3.03                      (5) 2/19/2026   Common Stock, par value $.01   1150000     1150000   D  
 
Stock Option (Right to Buy)   $4.53                      (5) 2/19/2026   Common Stock, par value $.01   350000     350000   D  
 
Stock Option (Right to Buy)   $6.03                      (5) 2/19/2026   Common Stock, par value $.01   350000     350000   D  
 
Stock Option (Right to Buy)   $12.00                      (5) 2/19/2026   Common Stock, par value $.01   200000     200000   D  
 
Phantom Stock   $0   (6)                    (6)   (6) Common Stock, par value $.01   153560     153560   D  
 

Explanation of Responses:
(1)  The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.09 to $2.14, inclusive. Mr. Continenza undertakes to provide to Eastman Kodak Company, any security holder of Eastman Kodak Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(2)  The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.97 to $2.01, inclusive. Mr. Continenza undertakes to provide to Eastman Kodak Company, any security holder of Eastman Kodak Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(3)  The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.99 to $2.08, inclusive. Mr. Continenza undertakes to provide to Eastman Kodak Company, any security holder of Eastman Kodak Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(4)  These restricted stock units convert into common stock on a one-for-one basis and, except as otherwise provided in the award notice, vest on January 8, 2020, subject to continuous service as a member of the board of directors.
(5)  This option was granted pursuant to Mr. Continenza's employment agreement, effective as of February 20, 2019, under the Company's 2013 Omnibus Incentive Plan, as amended, in a transaction exempt under Rule 16b-3. Except as otherwise provided in the award notice or the employment agreement, this option vests immediately with respect to one-half of the grant, with the remainder vesting in four equal installments on each of May 20, 2019, August 20, 2019, November 20, 2019 and February 20, 2020.
(6)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CONTINENZA JAMES V
C/O EASTMAN KODAK COMPANY
343 STATE STREET
ROCHESTER, NY 14650
X
Executive Chairman

Signatures
/s/ Roger W. Byrd, Attorney-in-fact for James V. Continenza 8/15/2019
** 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 control number.

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