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).

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^*

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)
11/28/2023

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								161,496	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)
Phantom Stock	$0⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common Stock, par value $.01	82,585		82,585	D
Restricted Stock Units	$0⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Stock, par value $.01	23,365		23,365	D
Stock Option (Right to Buy)	$3.03	11/28/2023		D⁽⁸⁾			25,297	⁽⁸⁾	05/19/2030	Common Stock, par value $.01	25,297	⁽⁸⁾	0	D
Stock Option (Right to Buy)	$3.03	11/28/2023		A⁽⁸⁾		25,297		⁽⁸⁾	05/19/2027	Common Stock, par value $.01	25,297	⁽⁸⁾	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. 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.

7. These restricted stock units, which convert into common stock on a one-for-one basis, vest on the day immediately preceding the Company's 2024 annual meeting of shareholders, except as otherwise provided in the award notice.

8. The reported transaction involved the reversal, to avoid adverse tax consequences, of a previously reported amendment of an outstanding option to extend the expiration date thereof by three years. The reported transaction reinstates the original expiration date, resulting in the deemed cancellation of the "old" option for Section 16 purposes and the grant of a replacement option for Section 16 purposes. The option was originally granted on May 20, 2020 and is fully vested.

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

	/s/ Roger W. Byrd, Attorney-in-Fact for Philippe D. Katz	12/04/2023
	** 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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