SEC Filing | Eastman Kodak Company

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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^*

BROWN CHARLES S JR

(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)
Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
07/15/2004

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	05/03/2004		A		5,000⁽¹⁰⁾	A	$25.85	10,250⁽¹⁾	D
Common Stock								1,521.039⁽²⁾	I	By Trustee in 401(k)
common stock								83.687⁽³⁾	I	By Trustee of ESOP

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)	$31.3							⁽⁵⁾	03/09/2004	common stock	5,733		5,733	D
Option (right to buy)	$31.3							⁽⁵⁾	04/19/2005	common stock	5,867		5,867	D
Option (right to buy)	$31.3							⁽⁵⁾	10/12/2005	common stock	3,333		3,333	D
Option (right to buy)	$31.3							⁽⁵⁾	03/28/2006	common stock	7,353		7,353	D
Option (right to buy)	$31.3							⁽⁵⁾	03/12/2007	common stock	327		327	D
Option (right to buy)	$31.3							⁽⁵⁾	04/03/2007	common stock	7,308		7,308	D
Option (right to buy)	$31.3							⁽⁵⁾	03/01/2008	common stock	5,000		5,000	D
Option (right to buy)	$31.3							⁽⁵⁾	03/12/2008	common stock	209		209	D
Option (right to buy)	$31.3							⁽⁵⁾	04/01/2008	common stock	9,000		9,000	D
Option (right to buy)	$31.3							⁽⁵⁾	03/11/2009	common stock	519		519	D
Option (right to buy)	$31.3							⁽⁵⁾	03/31/2009	common stock	10,500		10,500	D
Option (right to buy)	$31.3							⁽⁵⁾	03/29/2010	common stock	16,667		16,667	D
Option (right to buy)	$31.3							⁽⁵⁾	04/12/2010	comon stock	5,000		5,000	D
Option (right to buy)	$31.3							05/24/2004	05/23/2011	common stock	3,333		3,333	D
Option (right to buy)	$31.3							11/16/2004	11/15/2011	common stock	32,200		32,200	D
Option (right to buy)	$36.66							⁽⁶⁾	11/21/2012	common stock	32,200		32,200	D
Option (right to buy)	$24.49							⁽⁶⁾	11/18/2010	common stock	14,750		14,750	D
Restricted Stock Units	⁽⁴⁾							⁽⁷⁾	⁽⁷⁾	common stock	5,227.09		5,227.09	D
Stock Units	⁽⁴⁾	07/15/2004		A		53.25⁽¹¹⁾		⁽⁷⁾	⁽⁷⁾	common stock	287.91	$25.64	287.91	D
Restricted Stock Units	⁽⁴⁾							⁽⁷⁾	⁽⁷⁾	common stock	1,750		1,750	D
Stock Units	⁽⁴⁾	07/15/2004		A		17.57⁽¹¹⁾		⁽⁷⁾	⁽⁷⁾	common stock	95	$25.64	95	D
Restricted Share Units	⁽⁴⁾							⁽⁷⁾	⁽⁷⁾	common stock	4,325		4,325	D
Share Units	⁽⁴⁾	07/15/2004		A		96.42⁽¹¹⁾		⁽⁷⁾	⁽⁷⁾	common stock	5,723.03	$25.64	5,723.03	D
Stock Unit	⁽⁴⁾							⁽⁸⁾	⁽⁹⁾	Common Stock	8,662		8,662	D
Stock Unit	⁽⁴⁾	07/15/2004		A		82.93⁽¹¹⁾		⁽⁷⁾	⁽⁷⁾	Common Stock	8,588.61⁽¹¹⁾	$25.64	8,588.61	D
Phantom Stock Units	⁽⁴⁾	07/15/2004		A		56.8⁽¹¹⁾		⁽⁷⁾	⁽⁷⁾	common stock	5,881.99	$25.64	5,881.99	D

Explanation of Responses:

1. Some of these shares are restricted.

2. This amount represents the number of shares in the Eastman Kodak Employee's Savings and Investment Plan for the account of the reporting person. These shares were previously reported as units. The number of shares held by each participant fluctuates with the change in stock price, due to the conversion from units to shares.

3. This amount represents the number of shares in the Kodak Employee Stock Ownership Plan for the account of the reporting person. These shares were acquired by the trustee over a period of time at current market prices. These shares were previously reported as units.

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

5. These options have vested.

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

7. This date is not applicable to these units.

8. These units represent stock awarded under the Eastman Kodak Company 2000 Omnibus Long-Term Compensation Plan and deferred under that Plan as stock units. The units are entitled to dividend equivalents on each dividend payment date.

9. Deferred awards will be paid out on the date or dates selected by the Issuer.

10. These restricted shares were granted under the 2000 Omnibus Long-Term Compensation Plan on 05/03/04. The restrictions lapse on the third anniversary of the date of grant.

11. These units were credited to the reporting person's account as dividend equivalents.

Remarks:

	James M. Quinn, as attorney-in-fact for Charles S. Brown, Jr.	07/19/2004
	** 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).
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