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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*
CLARKE JEFF
(Last) (First) (Middle)
EASTMAN KODAK COMPANY
343 STATE STREET
(Street)
ROCHESTER NY 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 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/12/2015
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)
Code V Amount (A) or (D) Price
Common Stock 03/12/2015 M 36,764 A $0(1) 36,764 D
Common Stock 03/12/2015 F 17,408(2) D $18.46 19,356 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units $0(1) 03/12/2015 M 36,764 (1) 03/12/2017 Common Stock, par value $.01 36,764 $0 73,531 D
Stock Option (Right to Buy) $27.2 (3) 03/11/2021 Common Stock, par value $.01 114,493 114,493 D
Stock Option (Right to Buy) $18.46 03/12/2015 A 0(4) (4) 03/11/2022 Common Stock, par value $.01 0(4) $0 0(4) D
Explanation of Responses:
1. These restricted stock units, which convert into common stock on a one-for-one basis, vest 33 1/3% on each of 3/12/15, 3/12/16 and 3/12/17, subject to Mr. Clarke's continuous employment with the Company.
2. Shares withheld to cover tax withholding obligations upon the vesting of restricted stock units.
3. Except as otherwise provided in the award notice, this option vests 33 1/3% on each of 3/12/15, 3/12/16 and 3/12/17, subject to Mr. Clarke's continuous employment with the Company.
4. This option was granted under the Company's 2013 Omnibus Incentive Plan in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice, vests 33 1/3% on each of 3/12/16, 3/12/17 and 3/12/18, subject to Mr. Clarke's continuous employment with the Company. The number of shares underlying the option cannot be determined at this time, but will be based on $1,000,000 divided by the Black-Scholes valuation of the option on the grant date. Once the number is determined, Mr. Clarke will file an amendment to this report.
Remarks:
/s/ Sharon E. Underberg, Attorney-in-fact for Jeffrey J. Clarke 03/13/2015
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY


The undersigned, Jeffrey J. Clarke, hereby appoints each
of Sharon E. Underberg and Karen M. Kelly, individually,
his attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in
the undersigned's capacity as a Director and 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 a Director and 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 11th day
of February, 2015.

				/s/ Jeffrey J. Clarke

				Jeffrey J. Clarke