Statement of Changes in Beneficial Ownership (4)
October 01 2019 - 4:27PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
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1. Name and Address of Reporting Person
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Engelberg Jeffrey D. |
2. Issuer Name and Ticker or Trading Symbol
EASTMAN KODAK CO
[
KODK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O EASTMAN KODAK COMPANY, 343 STATE STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/30/2019
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(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
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9/30/2019
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A
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7103 (1)
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A
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$0 (1)
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92103
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D
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Common Stock, par value $.01
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960000
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I
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See footnote (2)
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code (Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)
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8. Price of Derivative Security (Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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$0 (3)
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(3)
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(3)
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Common Stock, par value $.01
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52817
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52817
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D
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Series A Covertible Preferred Stock
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$17.40
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(4)
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(4)
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Common Stock, par value $.01
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574710
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100000
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I
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See footnote (2)
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5% Secured Convertible Notes
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$3.175 (5)
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9/10/2019
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(6)
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Common Stock, par value $.01
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1574892
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$5000000.00
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I
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See footnote (2)
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Explanation of Responses:
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(1)
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Reflects restricted stock units granted in lieu of retainer and meeting fees of $18,750, which immediately vested and converted into common stock on a one-for-one basis. The restricted stock units were granted under the Company's 2013 Omnibus Incentive Plan, as amended, in a transaction exempt under Rule 16b-3.
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(2)
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These securities are owned directly by C2W Partners Master Fund Limited. Mr. Engelberg is the managing member of Additive Advisory and Capital, LLC, which receives management fees from C2W Partners Master Fund Limited. Mr. Engelberg disclaims beneficial ownership of the securities held by C2W Partners Master Fund Limited and states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
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(3)
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Except as otherwise provided in the award notice, these restricted stock units, which convert into common stock on a one-for-one basis, vest on 1/8/2020, subject to continuous service as a member of the board of directors.
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(4)
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The convertible preferred stock is convertible at any time, at the holder's election, and has no expiration date.
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(5)
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These 5% Secured Convertible Notes (the "Notes") convert at a rate of 314.9785 shares of common stock per each $1,000 of principal, subject to certain adjustment provisions contained in the terms of the Notes.
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(6)
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The Notes do not have an expiration date.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Engelberg Jeffrey D. C/O EASTMAN KODAK COMPANY 343 STATE STREET ROCHESTER, NY 14650
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X
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Signatures
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/s/ Roger W. Byrd, Attorney-in-fact for Jeffrey D. Engelberg
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10/1/2019
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**Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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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