Amended Statement of Beneficial Ownership (sc 13d/a)
October 04 2022 - 12:53PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. 2)
EASTMAN
KODAK COMPANY
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
277461 40 6
(CUSIP Number)
Mr. Matthew Ray
c/o Grand Oaks Capital
7632 County Road 42
Victor, New York 14564
Telephone (585) 340-1200
(Name, Address and telephone Number of Person
Authorized to Receive Notices and Communications)
October 1, 2022
(Date of Event Which Requires Filing of
this Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and
is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are
to be sent.
* |
|
The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page. |
The information
required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
CUSIP NO. 277461406 |
Page 2 of 5 |
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1 |
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Names of Reporting Persons
GO EK Ventures IV, LLC |
2 |
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Check the Appropriate
Box if a Member of a Group*
(A) ¨
(B) ¨
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3 |
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SEC Use Only
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4 |
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Source of Funds
PF |
5 |
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
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6 |
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Citizenship or Place
of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
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7 |
|
Sole Voting Power
10,832,560 |
|
8 |
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Shared Voting Power
0 |
|
9 |
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Sole Dispositive Power
10,832,560 |
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10 |
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Shared Dispositive Power
0 |
11 |
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Aggregate Amount Beneficially
Owned by Reporting Person
10,832,560 |
12 |
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
13 |
|
Percent of Class Represented
by Amount in Row (11)
12.1% |
14 |
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Type of Reporting Person
OO |
CUSIP NO. 277461406 |
Page 3 of 5 |
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1 |
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Names of Reporting Persons
B. Thomas Golisano |
2 |
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Check the Appropriate
Box if a Member of a Group*
(A) ¨
(B) ¨
|
3 |
|
SEC Use Only
|
4 |
|
Source of Funds
PF |
5 |
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
6 |
|
Citizenship or Place
of Organization
United States
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
with
|
|
7 |
|
Sole Voting Power
10,851,560 |
|
8 |
|
Shared Voting Power
0 |
|
9 |
|
Sole Dispositive Power
10,851,560 |
|
10 |
|
Shared Dispositive Power
0 |
11 |
|
Aggregate Amount Beneficially
Owned by Reporting Person
10,851,560 |
12 |
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
13 |
|
Percent of Class Represented
by Amount in Row (11)
12.1% |
14 |
|
Type of Reporting Person
IN |
CUSIP NO. 277461406 |
Page 4 of 5 |
This Amendment No. 2 amends the Statement on Schedule
13D filed by B. Thomas Golisano and GO EK Ventures IV, LLC, a Delaware limited liability company (collectively, the “Reporting Persons”)
with the Securities and Exchange Commission (the “SEC”) on March 8, 2021 (the "Initial Statement") as amended by
Amendment No. 1 filed on April 6, 2021 ("Amendment No. 1" and the Initial Statement and Amendment No. 1 with this Amendment
No. 2, the “Statement"), which relates to the common stock, $0.01 par value per share (“Common Stock”), of Eastman
Kodak Company, a New Jersey corporation (the “Issuer”).
Capitalized terms used herein and not otherwise defined have the meaning
assigned to such terms in the Initial Statement. This Amendment No. 2 amends Item 4 and Item 5 of the Statement as set forth below and,
accordingly, all other items or responses not described herein remain as previously reported in the Statement.
Item 4. |
Purpose of the Transaction.
|
Item 4 of the Statement is hereby amended by adding
the following text as the penultimate full paragraph thereof:
Between July 1, 2021 and October 1, 2022, the
Reporting Persons acquired beneficial ownership of a total of 77,805 shares of the Issuer's Series C Preferred Stock as payment-in-kind
dividends quarterly under the terms of the Series C Preferred Stock. Of these shares, most recently the Reporting Persons received 13,374
shares of Series C Preferred Stock as a payment-in-kind dividend on shares of Series C Preferred Stock owned on the October 1, 2022 dividend
record date. In addition, on May 19, 2021, in connection with his service as a director Mr. Golisano was awarded under the Issuer's 2013
Omnibus Incentive Plan a total of 9,000 shares of Common Stock and 10,000 restricted stock units which subsequently converted into shares
of Common Stock under their terms on May 17, 2022.
Item 5. |
Interest in Securities
of the Issuer. |
Items 5(a)-(c) of the Statement are hereby amended by deleting the
existing text and inserting the following text in its place:
a) | The aggregate number of shares of Common Stock that may be deemed to
be beneficially owned by the Reporting Persons are 10,851,560 shares, of which 10,832,560 shares are underlying Series C Preferred Stock.
The 10,851,560 shares of Common Stock beneficially owned by the Reporting Persons represent approximately 12.1% of the total shares of
Common Stock outstanding as of the date hereof. The percentage of outstanding shares of Common Stock beneficially owned by the Reporting
Persons is based upon 79,037,931 shares issued and outstanding as of August 1, 2022, based on information reported in the Issuer's Quarterly
Report on Form 10-Q dated August 9, 2022. |
b) | The Reporting Persons have the sole power to vote or to direct the
vote of, and sole power to dispose or to direct the disposition of, 10,832,560 shares of Common Stock underlying the Series C Preferred
Stock. Mr. Golisano has sole power to vote or to direct the vote of, and sole power to dispose or to direct the disposition of, 19,000
shares of Common Stock awarded under the Issuer's 2013 Omnibus Incentive Plan. |
c) | Except as disclosed herein, neither of the Reporting Persons have effected
any transaction in the shares of Common Stock during the last 60 days. |
[SIGNATURE PAGE FOLLOWS]
CUSIP NO. 277461406 |
Page 5 of 5 |
Signature
After reasonable
inquiry and to the best of my knowledge and belief I certify that the information set forth in this statement is true, complete and correct.
Dated: October 4, 2022 |
/s/ B. Thomas Golisano |
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B. Thomas Golisano |
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Go EK Ventures IV LLC |
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Dated: October 4, 2022 |
By: /s/ B. Thomas Golisano |
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B. Thomas Golisano, Member |
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