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* GSO CAPITAL PARTNERS LP (Last) (First) (Middle) 345 PARK AVENUE (Street) NEW YORK NY 10154 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/03/2013	3. Issuer Name and Ticker or Trading Symbol EASTMAN KODAK CO [ EK ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	3,025,089	I	(See Footnotes)(1)(5)(10)(11)(12)(13)
Common Stock	2,847,018	I	(See Footnotes)(2)(5)(10)(11)(12)(13)
Common Stock	949,296	I	(See Footnotes)(3)(10)(11)(12)(13)
Common Stock	1,180,118	I	(See Footnotes)(4)(10)(11)(12)(13)
Common Stock	48,006	I	(See Footnotes)(6)(9)(11)(12)(13)
Common Stock	13,853	I	(See Footnotes)(7)(9)(11)(12)(13)
Common Stock	1,846	I	(See Footnotes)(8)(9)(11)(12)(13)

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

1. Name and Address of Reporting Person* GSO CAPITAL PARTNERS LP (Last) (First) (Middle) 345 PARK AVENUE (Street) NEW YORK NY 10154 (City) (State) (Zip)

1. Name and Address of Reporting Person* GSO Special Situations Fund LP (Last) (First) (Middle) C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE (Street) NEW YORK NY 10154 (City) (State) (Zip)

1. Name and Address of Reporting Person* GSO Special Situations Overseas Master Fund Ltd. (Last) (First) (Middle) C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE (Street) NEW YORK NY 10154 (City) (State) (Zip)

1. Name and Address of Reporting Person* GSO Palmetto Opportunistic Investment Partners LP (Last) (First) (Middle) C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE (Street) NEW YORK NY 10154 (City) (State) (Zip)

1. Name and Address of Reporting Person* GSO Palmetto Opportunistic Associates LLC (Last) (First) (Middle) C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE (Street) NEW YORK NY 10154 (City) (State) (Zip)

1. Name and Address of Reporting Person* GSO Credit-A Partners LP (Last) (First) (Middle) C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE (Street) NEW YORK NY 10154 (City) (State) (Zip)

1. Name and Address of Reporting Person* GSO Credit-A Associates LLC (Last) (First) (Middle) C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE (Street) NEW YORK NY 10154 (City) (State) (Zip)

1. Name and Address of Reporting Person* Goodman Bennett J (Last) (First) (Middle) C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE (Street) NEW YORK NY 10154 (City) (State) (Zip)

1. Name and Address of Reporting Person* Smith J Albert III (Last) (First) (Middle) C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE (Street) NEW YORK NY 10154 (City) (State) (Zip)

1. Name and Address of Reporting Person* Ostrover Douglas I (Last) (First) (Middle) C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE (Street) NEW YORK NY 10154 (City) (State) (Zip)

Explanation of Responses:

1. GSO Special Situations Fund LP directly holds these shares of Common Stock of Eastman Kodak Company ("Common Stock").

2. GSO Special Situations Overseas Master Fund Ltd. directly holds these shares of Common Stock. GSO Special Situations Overseas Master Fund Ltd. is a wholly-owned subsidiary of GSO Special Situations Overseas Fund Ltd.

3. GSO Palmetto Opportunistic Investment Partners LP directly holds these shares of Common Stock. GSO Palmetto Opportunistic Associates LLC is the general partner of GSO Palmetto Opportunistic Investment Partners LP. GSO Holdings I L.L.C. is the managing member of GSO Palmetto Opportunistic Associates LLC.

4. GSO Credit-A Partners LP directly holds these shares of Common Stock (together with GSO Special Situations Fund LP, GSO Special Situations Overseas Master Fund Ltd. and GSO Palmetto Opportunistic Investment Partners LP, the "GSO Funds"). GSO Credit-A Associates LLC is the general partner of GSO Credit-A Partners LP. GSO Holdings I L.L.C. is the managing member of GSO Credit-A Associates LLC.

5. GSO Capital Partners LP is the investment manager of each of GSO Special Situations Fund LP, GSO Special Situations Overseas Fund Ltd. and GSO Special Situations Overseas Master Fund Ltd. GSO Advisor Holdings L.L.C. is the general partner of GSO Capital Partners LP.

6. FS Investment Corporation directly holds these shares of Common Stock.

7. Locust Street Funding LLC directly holds these shares of Common Stock.

8. FS Investment Corporation II directly holds these shares of Common Stock (together with FS Investment Corporation and Locust Street Funding LLC, the "FS Funds").

9. FB Income Advisor, LLC and FSIC II Advisor, LLC are the investment managers of FS Investment Corporation and FS Investment Corporation II, respectively. FS Investment Corporation is the sole member of Locust Street Funding LLC. In addition, each of Michael C. Forman, David J. Adelman, Gerald F. Stahlecker and Zachary Klehr may be deemed to have shared investment control with respect to the shares of Common Stock held by the FS Funds.

10. Blackstone Holdings I L.P. is the sole member of each of GSO Advisor Holdings L.L.C. and GSO Holdings I L.L.C. Blackstone Holdings I/II GP Inc. is the general partner of Blackstone Holdings I L.P. The Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/II GP Inc. Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P. Stephen A. Schwarzman is the founding member of Blackstone Group Management L.L.C. In addition, each of Bennett J. Goodman, J. Albert Smith III and Douglas I. Ostrover may be deemed to have shared investment control with respect to the Common Stock held by the GSO Funds.

11. Due to the limitations of the electronic filing system, FS Investment Corporation II, FS Investment Corporation, Locust Street Funding LLC, FB Income Advisor, LLC, FSIC II Advisor, LLC, Michael C. Forman, David J. Adelman, Gerald F. Stahlecker, Zachary Klehr, Blackstone Holdings I L.P., GSO Special Situations Overseas Fund Ltd., GSO Holdings I L.L.C., GSO Advisor Holdings L.L.C., Blackstone Holdings I/II GP Inc., The Blackstone Group L.P., Blackstone Group Management L.L.C. and Stephen A. Schwarzman are filing separate Forms 3.

12. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

13. Each of the Reporting Persons (other than each of the GSO Funds and the FS Funds to the extent they directly hold shares of Common Stock), disclaims beneficial ownership of the shares held by each of the GSO Funds and the FS Funds, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than each of the GSO Funds and the FS Funds to the extent they directly hold shares of Common Stock) states that the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

Remarks:

Exhibit 24.1 - Power of Attorney - Bennett J. Goodman Exhibit 24.2 - Power of Attorney - J. Albert Smith III Exhibit 24.3 - Power of Attorney - Douglas I. Ostrover

	GSO SPECIAL SITUATIONS FUND LP, By: GSO Capital Partners LP, its Investment Manager, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory	09/13/2013
	GSO SPECIAL SITUATIONS OVERSEAS MASTER FUND LTD., By: GSO Capital Partners LP, its Investment Manager, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory	09/13/2013
	GSO PALMETTO OPPORTUNISTIC INVESTMENT PARTNERS LP, By: GSO Palmetto Opportunistic Associates LLC, its general partner, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory	09/13/2013
	GSO CREDIT-A PARTNERS LP, By:, GSO Credit-A Associates LLC, its general partner , By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory	09/13/2013
	GSO PALMETTO OPPORTUNISTIC ASSOCIATES LLC, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory	09/13/2013
	GSO CREDIT-A ASSOCIATES LLC, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory	09/13/2013
	GSO CAPITAL PARTNERS LP, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory	09/13/2013
	BENNETT J. GOODMAN, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Attorney-in-Fact	09/13/2013
	J. ALBERT SMITH III, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Attorney-in-Fact	09/13/2013
	DOUGLAS I. OSTROVER, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Attorney-in-Fact	09/13/2013
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Exhibit 24.1

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, BENNETT J. GOODMAN, hereby make,
constitute and appoint MARISA BEENEY, acting individually, as my agent and
attorney-in-fact for the purpose of executing in my name, (a) in my personal
capacity or (b) in my capacity as an executive, member of or in other capacities
with GSO Capital Partners LP and each of its affiliates or entities advised by
me or GSO Capital Partners LP, all documents, certificates, instruments,
statements, filings and agreements ("documents") to be filed with or delivered
to any foreign or domestic governmental or regulatory body or required or
requested by any other person or entity pursuant to any legal or regulatory
requirement relating to the acquisition, ownership, management or disposition of
securities, futures contracts or other investments, and any other documents
relating or ancillary thereto, including without limitation all documents
relating to filings with any stock exchange, self-regulatory association, the
Commodities Futures Trading Commission and National Futures Association, the
United States Securities and Exchange Commission (the "SEC") pursuant to the
Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and
the rules and regulations promulgated thereunder, including all documents
relating to the beneficial ownership of securities required to be filed with the
SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information
statements on Form 13F required to be filed with the SEC pursuant to Section
13(f) of the Act, including without limitation Form 3, 4, 5, 144, or Schedules
13D, 13F and 13G and any amendments to said forms or schedules, in each case, as
determined by such person to be necessary or appropriate.  Any such
determination shall be conclusively evidenced by such person's execution,
delivery, furnishing and/or filing of the applicable document.

All past acts of the attorneys-in-fact in furtherance of the foregoing are
hereby ratified and confirmed.


This power of attorney shall be valid from the date hereof until the date
revoked in writing by the undersigned, and this power of attorney does not
revoke or replace any other power of attorney that the undersigned has
previously granted.

IN WITNESS WHEREOF, I have executed this instrument as of the 8th day of June,
2010.



/s/ BENNETT J. GOODMAN
------------------------------
Bennett J. Goodman

Exhibit 24.2


                                  POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, J. ALBERT SMITH III, hereby make,
constitute and appoint MARISA BEENEY, acting individually, as my agent and
attorney-in-fact for the purpose of executing in my name, (a) in my personal
capacity or (b) in my capacity as an executive, member of or in other capacities
with GSO Capital Partners LP and each of its affiliates or entities advised by
me or GSO Capital Partners LP, all documents, certificates, instruments,
statements, filings and agreements ("documents") to be filed with or delivered
to any foreign or domestic governmental or regulatory body or required or
requested by any other person or entity pursuant to any legal or regulatory
requirement relating to the acquisition, ownership, management or disposition
of securities, futures contracts or other investments, and any other documents
relating or ancillary thereto, including without limitation all documents
relating to filings with any stock exchange, self-regulatory association, the
Commodities Futures Trading Commission and National Futures Association, the
United States Securities and Exchange Commission (the "SEC") pursuant to the
Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and
the rules and regulations promulgated thereunder, including all documents
relating to the beneficial ownership of securities required to be filed with the
SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information
statements on Form 13F required to be filed with the SEC pursuant to Section
13(f) of the Act, including without limitation Form 3, 4, 5, 144, or Schedules
13D, 13F and 13G and any amendments to said forms or schedules, in each case, as
determined by such person to be necessary or appropriate. Any such determination
shall be conclusively evidenced by such person's execution, delivery, furnishing
and/or filing of the applicable document.
All past acts of the attorneys-in-fact
in furtherance of the foregoing are hereby ratified and confirmed.

This power of attorney shall be valid from the date hereof until the date
revoked in writing by the undersigned, and this power of attorney does not
revoke or replace any other power of attorney that the undersigned has
previously granted.

IN WITNESS WHEREOF, I have executed this instrument as of the 8th day of June,
2010.


/s/ J. ALBERT SMITH III
------------------------------
J. Albert Smith III

Exhibit 24.3

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, DOUGLAS I. OSTROVER, hereby make,
constitute and appoint MARISA BEENEY, acting individually, as my agent and
attorney-in-fact for the purpose of executing in my name, (a) in my personal
capacity or (b) in my capacity as an executive, member of or in other capacities
with GSO Capital Partners LP and each of its affiliates or entities advised by
me or GSO Capital Partners LP, all documents, certificates, instruments,
statements, filings and agreements ("documents") to be filed with or delivered
to any foreign or domestic governmental or regulatory body or required or
requested by any other person or entity pursuant to any legal or regulatory
requirement relating to the acquisition, ownership, management or disposition of
securities, futures contracts or other investments, and any other documents
relating or ancillary thereto, including without limitation all documents
relating to filings with any stock exchange, self-regulatory association, the
Commodities Futures Trading Commission and National Futures Association, the
United States Securities and Exchange Commission (the "SEC") pursuant to the
Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and
the rules and regulations promulgated thereunder, including all documents
relating to the beneficial ownership of securities required to be filed with the
SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information
statements on Form 13F required to be filed with the SEC pursuant to Section
13(f) of the Act, including without limitation Form 3, 4, 5, 144, or Schedules
13D, 13F and 13G and any amendments to said forms or schedules, in each case, as
determined by such person to be necessary or appropriate. Any such determination
shall be conclusively evidenced by such person's execution, delivery, furnishing
and/or filing of the applicable document.

All past acts of the attorneys-in-fact in furtherance of the foregoing are
hereby ratified and confirmed.

This power of attorney shall be valid from the date hereof until the date
revoked in writing by the undersigned, and this power of attorney does not
revoke or replace any other power of attorney that the undersigned has
previously granted.

IN WITNESS WHEREOF, I have executed this instrument as of the 8th day of June,
2010.


/s/ DOUGLAS I. OSTROVER
-------------------------------
Douglas I. Ostrover