SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Underberg Sharon E. (Last) (First) (Middle) EASTMAN KODAK COMPANY 343 STATE STREET (Street) ROCHESTER NY 14650 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/06/2015	3. Issuer Name and Ticker or Trading Symbol EASTMAN KODAK CO [ KODK ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) General Counsel, SVP, Sec.	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $.01	94	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	(1)	Common Stock, par value $.01	9,877	0(1)	D
Stock Option (Right to Buy)	(2)	12/14/2021	Common Stock, par value $.01	27,286	7.33	D
125% Warrants to purchase Common Stock, par value $.01	09/03/2013	09/03/2018	Common Stock, par value $.01	284	14.93	D
135% Warrants to purchase Common Stock, par value $.01	09/03/2013	09/03/2018	Common Stock, par value $.01	284	16.12	D

Explanation of Responses:

1. Except as otherwise provided in the award notice, these restricted stock units, which convert on a one-to-one basis, vest one-third on each of the first three anniversaries of the 12/15/2014 grant date, subject to Ms. Underberg's continuous employment with the Company.

2. Except as otherwise provided in the award notice, this stock option vests one-third on each of the first three anniversaries of the 12/15/2014 grant date, subject to Ms. Underberg's continuous employment with the Company.

Remarks:

	/s/ Sharon E. Underberg	01/15/2015
	** 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 5 (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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