Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CONTINENZA JAMES V

(Last)

(First)

(Middle)

C/O EASTMAN KODAK COMPANY

343 STATE STREET

(Street)

ROCHESTER

NY

14650

(City)

(State)

(Zip)

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 and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/29/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.01	11/29/2024		M		196,335	A	$0⁽¹⁾	1,689,992	D
Common Stock, par value $.01	11/29/2024		F		77,258⁽²⁾	D	$7.25	1,612,734	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0⁽¹⁾	11/29/2024		M			196,335	⁽³⁾	⁽³⁾	Common Stock, par value $.01	196,335	$0	392,671	D
Restricted Stock Units	$0⁽¹⁾	11/29/2024		A		172,414		⁽⁴⁾	⁽⁴⁾	Common Stock, par value $.01	172,414	$0	172,414	D
Restricted Stock Units	$0⁽¹⁾							⁽⁵⁾	⁽⁵⁾	Common stock, par value $.01	100,000		100,000	D
Restricted Stock Units	$0⁽¹⁾							⁽⁶⁾	⁽⁶⁾	Common stock, par value $.01	200,000		200,000	D
Phantom Stock	$0⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Stock, par value $.01	241,589		241,589	D
Stock Option (Right to Buy)	$3.03							⁽⁸⁾	02/19/2026	Common Stock, par value $.01	981,707		981,707	D
Stock Option (Right to Buy)	$4.53							⁽⁸⁾	02/19/2029	Common Stock, par value $.01	298,780		298,780	D
Stock Option (Right to Buy)	$6.03							⁽⁸⁾	02/19/2029	Common Stock, par value $.01	298,780		298,780	D
Stock Option (Right to Buy)	$12							⁽⁸⁾	02/19/2029	Common Stock, par value $.01	170,733		170,733	D
Stock Option (Right to Buy)	$3.03							⁽⁸⁾	02/19/2026	Common Stock, par value $.01	1,150,000		1,150,000	D
Stock Option (Right to Buy)	$4.53							⁽⁸⁾	02/19/2029	Common Stock, par value $.01	350,000		350,000	D
Stock Option (Right to Buy)	$6.03							⁽⁸⁾	02/19/2029	Common Stock, par value $.01	350,000		350,000	D
Stock Option (Right to Buy)	$12							⁽⁸⁾	02/19/2029	Common Stock, par value $.01	200,000		200,000	D

Explanation of Responses:

1. These restricted stock units ("RSUs") convert into common stock on a one-for-one basis.

2. Shares withheld to cover tax withholding obligations on the vesting of RSUs.

3. 196,335 RSUs vested on 11/29/2024 and, except as otherwise provided in the award notice, the remaining RSUs will vest in substantially equal installments on each of 11/29/2025 and 11/29/2026.

4. These RSUs were granted under the Company's Amended and Restated 2013 Omnibus Incentive Plan in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice, will vest in substantially equal installments on each of 11/29/2025, 11/29/2026 and 11/29/2027.

5. These RSUs will vest on 2/26/2025.

6. These RSUs will vest in equal installments on each of 2/26/2025 and 2/26/2026.

7. 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.

8. This option is fully vested as of the date of this report.

	/s/ Roger W. Byrd, Attorney-in-Fact for James V. Continenza	12/02/2024
	** 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).
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