| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
EASTMAN KODAK CO [ EK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/02/2004 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/02/2004 | F | 662(7) | D | $32.96 | 15,308(1) | D | |||
| Common Stock | 23.282(2) | I | By Trustee in ESOP | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Option (right to buy) | $31.3 | 08/26/2002 | 03/28/2006 | common stock | 1,936 | 1,936 | D | ||||||||
| Option (right to buy) | $31.3 | 08/26/2002 | 04/03/2007 | common stock | 1,920 | 1,920 | D | ||||||||
| Option (right to buy) | $31.3 | 08/26/2002 | 03/06/2008 | common stock | 2,250 | 2,250 | D | ||||||||
| Option (right to buy) | $31.3 | 08/26/2002 | 03/12/2008 | common stock | 93 | 93 | D | ||||||||
| Option (right to buy) | $31.3 | 08/26/2002 | 04/01/2008 | common stock | 2,200 | 2,200 | D | ||||||||
| Option (right to buy) | $31.3 | 08/26/2002 | 02/11/2009 | common stock | 2,501 | 2,501 | D | ||||||||
| Option (right to buy) | $31.3 | 08/26/2002 | 03/11/2009 | common stock | 249 | 249 | D | ||||||||
| Option (right to buy) | $31.3 | 08/26/2002 | 03/31/2009 | common stock | 4,251 | 4,251 | D | ||||||||
| Option (right to buy) | $31.3 | 08/26/2002 | 03/29/2010 | common stock | 8,667 | 8,667 | D | ||||||||
| Option (right to buy) | $31.3 | 08/26/2002 | 01/11/2011 | common stock | 11,000 | 11,000 | D | ||||||||
| Option (right to buy) | $31.3 | 11/16/2002 | 11/15/2011 | common stock | 13,800 | 13,800 | D | ||||||||
| Option (right to buy) | $26.86 | (3) | 10/09/2012 | common stock | 10,000 | 10,000 | D | ||||||||
| Option (right to buy) | $36.66 | (3) | 11/21/2012 | common stock | 21,000 | 21,000 | D | ||||||||
| Option (right to buy) | $24.49 | (3) | 11/18/2010 | common stock | 10,800 | 10,800 | D | ||||||||
| Resticted Stock Units | (4) | (5) | (5) | common stock | 3,289.6 | 3,289.6 | D | ||||||||
| Stock Units | (4) | (6) | (6) | common stock | 181.18 | 181.18 | D | ||||||||
| Explanation of Responses: |
| 1. Some of these shares are restricted. |
| 2. This represents a number of units held in the Kodak Employee Stock Ownership Plan for the account of the reporting person. These units were acquired by the trustee over a period of time at current market prices. |
| 3. These options vest one-third on each of the first three anniversaries of the date of grant. |
| 4. These units convert on a one-to-one basis. |
| 5. This date is not applicable to resticted units. |
| 6. This date is not applicable to stock units. |
| 7. Payment of withholding taxes. |
| Remarks: |
| Laurence L. Hickey, as attorney-in-fact for Karen A. Smith-Pilkington | 12/03/2004 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||