Statement of Changes in Beneficial Ownership (4)
December 02 2019 - 5:20PM
Edgar (US Regulatory)
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
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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
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1. Name and Address of Reporting Person
*
CONTINENZA JAMES V |
2. Issuer Name and Ticker or Trading Symbol
EASTMAN KODAK CO
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KODK
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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)
11/27/2019 |
(Street)
ROCHESTER, NY 14650
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $.01 | 11/27/2019 | | P | | 53263 | A | $2.45 (1) | 153263 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 (2) | | | | | | | (2) | (2) | Common Stock, par value $.01 | 88029 | | 88029 | D | |
Stock Option (Right to Buy) | $3.03 | | | | | | | (3) | 2/19/2026 | Common Stock, par value $.01 | 1150000 | | 1150000 | D | |
Stock Option (Right to Buy) | $4.53 | | | | | | | (3) | 2/19/2026 | Common Stock, par value $.01 | 350000 | | 350000 | D | |
Stock Option (Right to Buy) | $6.03 | | | | | | | (3) | 2/19/2026 | Common Stock, par value $.01 | 350000 | | 350000 | D | |
Stock Option (Right to Buy) | $12.00 | | | | | | | (3) | 2/19/2026 | Common Stock, par value $.01 | 200000 | | 200000 | D | |
Phantom Stock | $0 (4) | | | | | | | (4) | (4) | 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 $2.41 to $2.47, 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 purchased at each separate price within the range set forth in this footnote. |
(2) | 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. |
(3) | This option is fully vested as of the date of this report. |
(4) | 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
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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 |
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Signatures
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/s/ Roger W. Byrd, Attorney-in-fact for James V. Continenza | | 12/2/2019 |
**Signature of Reporting Person | Date |
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