Statement of Changes in Beneficial Ownership (4)
July 29 2020 - 7:22PM
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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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
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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 and CEO |
(Last)
(First)
(Middle)
C/O EASTMAN KODAK COMPANY, 343 STATE STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/27/2020 |
(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 | | | | | | | | 650000 | 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 |
Stock Option (Right to Buy) | $3.03 | 7/27/2020 | | A | | 981707 | | (1) | 2/19/2026 | Common Stock, par value $.01 | 981707 | $0 | 981707 | D | |
Stock Option (Right to Buy) | $4.53 | 7/27/2020 | | A | | 298780 | | (1) | 2/19/2026 | Common Stock, par value $.01 | 298780 | $0 | 298780 | D | |
Stock Option (Right to Buy) | $6.03 | 7/27/2020 | | A | | 298780 | | (1) | 2/19/2026 | Common Stock, par value $.01 | 298780 | $0 | 298780 | D | |
Stock Option (Right to Buy) | $12 | 7/27/2020 | | A | | 170733 | | (1) | 2/19/2026 | Common Stock, par value $.01 | 170733 | $0 | 170733 | D | |
Stock Option (Right to Buy) | $3.03 | | | | | | | (2) | 2/19/2026 | Common Stock, par value $.01 | 1150000 | | 1150000 | D | |
Stock Option (Right to Buy) | $4.53 | | | | | | | (2) | 2/19/2026 | Common Stock, par value $.01 | 350000 | | 350000 | D | |
Stock Option (Right to Buy) | $6.03 | | | | | | | (2) | 2/19/2026 | Common Stock, par value $.01 | 350000 | | 350000 | D | |
Stock Option (Right to Buy) | $12.00 | | | | | | | (2) | 2/19/2026 | Common Stock, par value $.01 | 200000 | | 200000 | D | |
Phantom Stock | $0 (3) | | | | | | | (3) | (3) | Common Stock, par value $.01 | 241589 | | 241589 | 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. |
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 and CEO |
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Signatures
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/s/ Roger W. Byrd, Attorney-in-fact for James V. Continenza | | 7/29/2020 |
**Signature of Reporting Person | Date |
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