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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
EASTMAN KODAK CO [ KODK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/26/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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, par value $.01 | 206,521 | D | ||||||||
Common Stock, par value $.01 | 2,534,892 | I | See footnote(1) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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(2) | 03/31/2021 | A | 7,159 | (2) | (2) | Common Stock, par value $.01 | 7,159 | $0 | 7,159 | D | ||||
Stock Option (Right to Buy) | $3.03 | (3) | 05/19/2027 | Common Stock, par value $.01 | 21,081 | 21,081 | D | ||||||||
Stock Option (Right to Buy) | $4.53 | (3) | 05/19/2027 | Common Stock, par value $.01 | 6,416 | 6,416 | D | ||||||||
Stock Option (Right to Buy) | $6.03 | (3) | 05/19/2027 | Common Stock, par value $.01 | 6,416 | 6,416 | D | ||||||||
Stock Option (Right to Buy) | $12 | (3) | 05/19/2027 | Common Stock, par value $.01 | 3,666 | 3,666 | D | ||||||||
Series A Covertible Preferred Stock | (4) | 02/26/2021 | D | 100,000 | (4) | (4) | Common Stock, par value $.01 | 574,710 | $100(4)(5) | 0 | I | See footnote(1) | |||
Series B Covertible Preferred Stock | $10.5 | 02/26/2021 | A | 50,000 | (6) | 05/28/2026 | Common Stock, par value $.01 | 476,190 | (4) | 50,000 | I | See footnote(1) |
Explanation of Responses: |
1. These securities are owned directly by C2W Partners Master Fund Limited ("C2W"). Mr. Engelberg is the managing member of Additive Advisory and Capital, LLC, which receives management fees from C2W. Mr. Engelberg disclaims beneficial ownership of the securities held by C2W and states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. |
2. These restricted stock units, which convert into common stock on a one-for-one basis, were granted under the Company's 2013 Omnibus Incentive Plan, as amended and restated, in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice, vest on May 18, 2021, subject to continuous service as a member of the board of directors. |
3. This option has fully vested as of the date of this report. |
4. On February 26, 2021, pursuant to the Series A Preferred Stock Repurchase and Exchange Agreement, C2W disposed of 50,000 shares of Series A Convertible Preferred Stock in exchange for cash and 50,000 shares of Series A Convertible Preferred Stock in exchange for shares of Series B Convertible Preferred Stock on a one-for-one basis from the issuer. |
5. In addition to the share consideration, the Issuer paid $64,167 for accrued and unpaid dividends on the shares of Series A Convertible Preferred Stock. |
6. The convertible preferred stock is convertible at any time, at the holder's election. |
Remarks: |
/s/ Roger W. Byrd, Attorney-in-fact for Jeffrey D. Engelberg | 04/02/2021 | |
** 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. |