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*
ROGERS JAMES P

(Last) (First) (Middle)
200 SOUTH WILCOX

(Street)
KINGSPORT TN 37660

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EASTMAN CHEMICAL CO [ EMN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chrm of the Board, CEO
3. Date of Earliest Transaction (Month/Day/Year)
08/02/2012
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 08/02/2012 M 16,000 A $21.83 206,735 (1) D
Common Stock 08/02/2012 S 16,000 D $52.55 (2) 190,735 D
Common Stock 08/02/2012 M 32,000 A $23.49 222,735 D
Common Stock 08/02/2012 S 32,000 D $52.43 (3) 190,735 D
Common Stock 08/02/2012 M 29,510 A $26.33 220,245 D
Common Stock 08/02/2012 S 29,510 D $52.56 (4) 190,735 D
Common Stock 28,816 (5) I By GRAT
Common Stock 2,089 I By ESOP
Common Stock 14,567 (6) I By 401(k)
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
Employee Stock Option (right to buy) $21.83 (7) 08/02/2012 M 16,000 (7) 04/02/2007 04/01/2014 Common Stock 16,000 (7) $0 0 D
Employee Stock Option (right to buy) $23.49 (7) 08/02/2012 M 32,000 (7) 11/02/2007 11/01/2014 Common Stock 32,000 (7) $0 0 D
Employee Stock Option (right to buy) $26.33 (7) 08/02/2012 M 29,510 (7) 04/19/2005 04/03/2013 Common Stock 29,510 (7) $0 0 D
Explanation of Responses:
1. Excludes 16,338 shares reported as directly beneficially owned prior to the reporting person's February 17, 2012 Form 4 filing which were contributed to a grantor retained annuity trust ('GRAT').
2. Average of high and low sale prices for shares disposed of in the reported transaction. The shares were sold in multiple brokers' transactions at various market prices per share ranging from $52.47 to $52.63.
3. Average of high and low sale prices for shares disposed of in the reported transaction. The shares were sold in multiple brokers' transactions at various market prices per share ranging from $52.38 to $52.49.
4. Average of high and low sale prices for shares disposed of in the reported transaction. The shares were sold in multiple brokers' transactions at various market prices per share ranging from $52.15 to $52.98.
5. Includes 16,338 shares reported as directly beneficially owned prior to the reporting person's February 17, 2012 Form 4 filing which were contributed to a GRAT.
6. Includes 135 shares acquired since February 17, 2012 resulting from automatic reinvestment of dividends.
7. The option exercise price was halved and the number of shares underlying the option was doubled in the October 3, 2011 2-for-1 stock split by dividend of the common stock.
Brian L. Henry, by Power of Attorney 08/06/2012
** 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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