0000891839-17-000147.txt : 20171219 0000891839-17-000147.hdr.sgml : 20171219 20171219164136 ACCESSION NUMBER: 0000891839-17-000147 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20171215 FILED AS OF DATE: 20171219 DATE AS OF CHANGE: 20171219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Underberg Sharon E. CENTRAL INDEX KEY: 0001630353 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-00087 FILM NUMBER: 171264480 MAIL ADDRESS: STREET 1: EASTMAN KODAK COMPANY STREET 2: 343 STATE STREET CITY: ROCHESTER STATE: NY ZIP: 14650 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EASTMAN KODAK CO CENTRAL INDEX KEY: 0000031235 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 160417150 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 343 STATE ST CITY: ROCHESTER STATE: NY ZIP: 14650-0910 BUSINESS PHONE: 7167244000 MAIL ADDRESS: STREET 1: 343 STATE STREET CITY: ROCHESTER STATE: NY ZIP: 14650 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2017-12-15 0000031235 EASTMAN KODAK CO KODK 0001630353 Underberg Sharon E. EASTMAN KODAK COMPANY 343 STATE STREET ROCHESTER NY 14650 0 1 0 0 General Counsel, Sec., SVP Common Stock, par value $.01 2017-12-15 4 M 0 3293 0 A 12416 D Common Stock, par value $.01 2017-12-15 4 F 0 1218 3.35 D 11198 D Common Stock, par value $.01 2017-12-15 4 M 0 5278 0 A 16476 D Common Stock, par value $.01 2017-12-15 4 F 0 1952 3.35 D 14524 D Common Stock, par value $.01 2017-12-15 4 M 0 5096 0 A 19620 D Common Stock, par value $.01 2017-12-15 4 F 0 1894 3.35 D 17726 D Common Stock, par value $.01 150 I By Spouse Restricted Stock Units 0 2017-12-15 4 M 0 3293 0 D 2017-12-15 Common Stock, par value $.01 3293 0 D Restricted Stock Units 0 2017-12-15 4 M 0 5278 0 D 2018-12-15 Common Stock, par value $.01 5278 5280 D Restricted Stock Units 0 2017-12-15 4 M 0 5096 0 D 2019-12-15 Common Stock, par value $.01 5096 10195 D Restricted Stock Units 0 2017-12-15 4 A 0 74627 0 A 2020-12-15 Common Stock, par value $.01 74627 74627 D Stock Option (Right to Buy) 20.25 2021-12-14 Common Stock, par value $.01 27286 27286 D Stock Option (Right to Buy) 12.63 2022-12-14 Common Stock, par value $.01 39604 39604 D Stock Option (Right to Buy) 16.35 2023-12-14 Common Stock, par value $.01 37538 37538 D Stock Option (Right to Buy) 3.35 2017-12-15 4 A 0 174826 0 A 2024-12-14 Common Stock, par value $.01 174826 174826 D 125% Warrants to purchase Common Stock, par value $.01 14.93 2013-09-03 2018-09-03 Common Stock, par value $.01 314 314 D 135% Warrants to purchase Common Stock, par value $.01 16.12 2013-09-03 2018-09-03 Common Stock, par value $.01 314 314 D These restricted stock units convert into common stock on a one-for-one basis. Shares withheld to cover tax withholding obligations upon the vesting of restricted stock units. These restricted stock units, which convert into common stock on a one-for-one basis, vest one-third on each of the first three anniversaries of the 12/15/2015 grant date. These restricted stock units, which convert into common stock on a one-for-one basis, vest one-third on each of the first three anniversaries of the 12/15/2016 grant date. 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 in a transaction exempt under Rule 16b-3 and vest one-third on each of the first three anniversaries of the 12/15/2017 grant date. This option vests one-third on each of the first three anniversaries of the 12/15/2014 grant date. This option vests one-third on each of the first three anniversaries of the 12/15/2015 grant date. This option vests one-third on each of the first three anniversaries of the 12/15/2016 grant date. This option was granted under the Company's 2013 Omnibus Incentive Plan in a transaction exempt under Rule 16b-3 and vests one-third on each of the first three anniversaries of the 12/15/2017 grant date. Each of these Warrants entitles the holder to purchase one share of common stock; however for each Warrant exercised, the holder will receive a net share amount equal to the number of shares issuable upon the exercise multiplied by the closing sale price of the common stock on the exercise date minus the exercise price, divided by the closing sale price, together with cash for any fractional shares. /s/ Sharon E. Underberg 2017-12-19 EX-24 2 attach_1.txt POWER OF ATTORNEY The undersigned, Sharon E. Underberg, hereby appoints each of Karen Kelly and Mark Green, individually, her attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an Officer of Eastman Kodak Company (the "Company"), Forms 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, as amended from time to time (the "Exchange Act"), and any other forms or reports the undersigned may be required to file in connection with the undersigned's ownership, acquisition or disposition of securities of the Company; (2) execute for and on behalf of the undersigned, in the undersigned's capacity as an Officer of the Company, Form 144 in accordance with the Securities Act of 1933 and the rules thereunder, as amended from time to time (the "Securities Act"); (3) perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 4 or 5, or Form 144 and timely file such form with the SEC and any stock exchange or similar authority; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in her discretion. The undersigned hereby grants to each attorney-in-fact full power and authority to do anything that is necessary or desirable in the exercise of any of the rights and powers herein granted, as fully and to all intents and purposes as the undersigned could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act or Rule 144 under the Securities Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file forms under Section 16(a) of the Exchange Act and Form 144 under the Securities Act with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17th day of January, 2017. /s/ Sharon E. Underberg Sharon E. Underberg