Eastman Kodak Form 4 / Philippe D Katz ownership change

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).

1. Name and Address of Reporting Person^*

Katz Philippe D

(Last)

(First)

(Middle)

C/O EASTMAN KODAK COMPANY

343 STATE STREET

(Street)

ROCHESTER

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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2024

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								164,026	D
Common Stock, par value $.01								2,522,011	I	Owned by KF Investors LLC⁽¹⁾
Common Stock, par value $.01								1,569,870	I	Owned by Momar Corporation⁽²⁾
Common Stock, par value $.01								7,598	I	Owned by United Equities Commodities Company⁽³⁾
Common Stock, par value $.01								87,720	I	Owned by Marneu Holding Company⁽⁴⁾
Common Stock, par value $.01								48,875	I	Owned by 111 John Realty Corp.⁽⁵⁾

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⁽⁶⁾	05/14/2024		D			23,365⁽⁶⁾	05/14/2024	05/14/2024	Common Stock, par value $.01	23,365	$0	0	D
Phantom Stock	$0⁽⁷⁾	05/14/2024		A		23,365		⁽⁷⁾	⁽⁷⁾	Common Stock, par value $.01	23,365	$0	105,950	D
Restricted Stock Units	$0⁽⁸⁾	05/15/2024		A		19,921		⁽⁸⁾	⁽⁸⁾	Common Stock, par value $.01	19,921	$0	19,921	D
Stock Option (Right to Buy)	$3.03							⁽⁹⁾	05/19/2027	Common Stock, par value $.01	25,297		25,297	D
Stock Option (Right to Buy)	$4.53							⁽⁹⁾	05/19/2030	Common Stock, par value $.01	7,699		7,699	D
Stock Option (Right to Buy)	$6.03							⁽⁹⁾	05/19/2030	Common Stock, par value $.01	7,699		7,699	D
Stock Option (Right to Buy)	$12							⁽⁹⁾	05/19/2030	Common Stock, par value $.01	4,400		4,400	D

Explanation of Responses:

1. Mr. Katz disclaims beneficial ownership of the securities held by KF Investors LLC, an entity of which Mr. Katz is a managing member, except to the extent of his pecuniary interest therein.

2. Mr. Katz disclaims beneficial ownership of the securities held by Momar Corporation, an entity in which Mr. Katz has an ownership interest, except to the extent of his pecuniary interest therein.

3. Mr. Katz disclaims beneficial ownership of the securities held by United Equities Commodities Company, an entity of which Mr. Katz is a general partner, except to the extent of his pecuniary interest therein.

4. Mr. Katz disclaims beneficial ownership of the securities held by Marneu Holding Company, an entity of which Mr. Katz is a partner, except to the extent of his pecuniary interest therein.

5. Mr. Katz disclaims beneficial ownership of the securities held by 111 John Realty Corp., an entity in which Mr. Katz has an ownership interest, except to the extent of his pecuniary interest therein.

6. These restricted stock units convert into common stock on a one-for-one basis. Upon vesting on 5/14/2024, Mr. Katz deferred the receipt of 23,365 shares of common stock and received instead 23,365 shares of phantom stock pursuant to the terms of the Eastman Kodak Company Deferred Compensation Plan for Directors (the "Plan"). As a result, Mr. Katz is reporting the disposition of 23,365 shares of common stock in exchange for an equal number of shares of phantom stock under the Plan.

7. Each share of phantom stock represents a right to receive one share of common stock and becomes payable at the election of Mr. Katz 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. These restricted stock units, which convert into common stock on a one-for-one basis, 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, vest on the day immediately preceding the Company's 2025 annual meeting of shareholders.

9. This option has fully vested as of the date of this report.

	/s/ Roger W. Byrd, Attorney-in-Fact for Philippe D. Katz	05/16/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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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Eastman Kodak (KODK) Form 4EASTMAN KODAK / Philippe D Katz ownership change