SEC FORM 4

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^*

Sklarsky Frank S

(Last)

(First)

(Middle)

343 STATE STREET

(Street)

ROCHESTER

14650

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EASTMAN KODAK CO [ EK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2009

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	12/31/2009		M		24,723.2545⁽¹⁾	A	$4.29	64,692.2545⁽³⁾	D
Common Stock	12/31/2009		F		9,267.2545⁽²⁾	D	$4.29	55,425⁽³⁾	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)
Option (right to buy)⁽⁴⁾	$25.88							⁽⁵⁾	12/11/2013	Common Stock	100,000		100,000	D
Option (right to buy)⁽⁴⁾	$23.28							⁽⁵⁾	12/10/2014	Common Stock	109,890		109,890	D
Option (right to buy)⁽⁴⁾	$7.41							⁽⁵⁾	12/08/2015	Common Stock	207,800		207,800	D
Restricted Stock Units⁽⁶⁾	⁽⁷⁾	12/31/2009		M			24,723.2545⁽¹⁾	12/31/2009⁽⁹⁾	12/31/2009⁽⁹⁾	Common Stock	24,723.2545	$0	0	D
Restricted Stock Units⁽⁸⁾	⁽⁷⁾							12/31/2011⁽⁹⁾	12/31/2011⁽⁹⁾	Common Stock	26,300		26,300	D
Restricted Stock Units	⁽⁷⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	289,860		289,860	D

Explanation of Responses:

1. Vesting and distribution of shares of Leadership Stock 2007 Cycle

2. Payment of withholding taxes.

3. Some of these shares are restricted.

4. Stock option granted under the 2005 Omnibus Long-Term Compensaton Plan.

5. These options vest one-third on each of the first three anniversaries of the date of grant.

6. Theses units granted under the 2005 Omnibus Long-Term Compensation Plan; Leadership Stock 2007 cycle.

7. These units convert on a one-for-one basis.

8. The effective date for these restricted stock units is January 1, 2009.

9. This is the date these restricted stock units will vest.

10. These units vest 50% on both the 3rd and 4th anniversary of the grant date.

Remarks:

	Patrick M. Sheller as attorney-in-fact for Frank S. Sklarsky	01/05/2010
	** 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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