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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Kruchten Brad

(Last)

(First)

(Middle)

343 STATESTREET

(Street)

ROCHESTER

14650

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EASTMAN KODAK CO [ EK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/16/2011		M		13,480.4⁽⁴⁾	A	$2.77	28,621.4	D
Common Stock	09/16/2011		F		4,883.4⁽¹⁾	D	$2.77	23,738	D
Common Stock								26.6195	I	By Trustee in ESOP
Common Stock	09/16/2011		M		13,757.92⁽⁴⁾	A	$2.77	24,745.95	I	By Spouse
Common Stock	09/16/2011		F		4,983.92⁽¹⁾	D	$2.77	19,762	I	By Spouse
Common Stock								26.6195	I	Spouse by trustee in spouse's ESOP

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (right to buy)	$31.3							⁽²⁾	11/15/2011	Common Stock	9,250		9,250	D
Option (right to buy)	$31.71							⁽²⁾	12/09/2011	Common Stock	4,200		4,200	D
Option (right to buy)	$31.3							⁽²⁾	08/25/2012	Common Stock	5,000		5,000	D
Option (right to buy)	$36.66							⁽²⁾	11/21/2012	Common Stock	11,875		11,875	D
Option (right to buy)	$24.75							⁽²⁾	12/06/2012	Common Stock	4,800		4,800	D
Option (right to buy)	$25.88							⁽²⁾	12/11/2013	Common Stock	13,110		13,110	D
Option (right to buy)	$23.28							⁽²⁾	12/10/2014	Common Stock	34,740		34,740	D
Option (right to buy)	$7.41							⁽²⁾	12/08/2015	Common Stock	75,540		75,540	D
Option (right to buy)	$2.87							⁽²⁾	07/12/2016	Common Stock	15,000		15,000	D
Option (right to buy)	$3.4							⁽²⁾	02/27/2018	Common Stock	84,390		84,390	D
Restricted Stock Units	⁽⁵⁾	09/16/2011		M			13,480.4⁽⁴⁾	09/16/2011⁽³⁾	09/16/2011⁽³⁾	Common Stock	13,480.4	$0	$0	D
Restricted Stock Units	⁽⁵⁾							12/31/2011⁽³⁾	12/31/2011⁽³⁾	Common Stock	9,561		9,561	D
Restrict Stock Units	⁽⁵⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	125,360		125,360	D
Restricted Stock Units⁽⁷⁾	⁽⁵⁾							12/31/2011⁽³⁾	12/31/2011⁽³⁾	Common Stock	16,253.7		16,253.7	D
Restricted Stock Units	⁽⁵⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	47,790		47,790	D
Option (right to buy)	$31.3							⁽²⁾	11/15/2011	Common Stock	4,250		4,250	I	By Spouse
Option (right to buy)	$36.66							⁽²⁾	11/21/2012	Common Stock	5,500		5,500	I	By Spouse
Option (right to buy)	$23.99							⁽²⁾	04/16/2014	Common Stock	5,000		5,000	I	By Spouse
Option (right to buy)	$23.28							⁽²⁾	12/10/2014	Common Stock	14,370		14,370	I	By Spouse
Option (right to buy)	$7.41							⁽²⁾	12/08/2015	Common Stock	50,130		50,130	I	By Spouse
Restricted Stock Units	⁽⁵⁾	09/16/2011		M			13,757.92⁽⁴⁾	09/16/2011⁽³⁾	09/16/2011⁽³⁾	Common Stock	13,757.92	$0	0	I	By Spouse
Restricted Stock Units	⁽⁵⁾							12/31/2011⁽³⁾	12/31/2011⁽³⁾	Common Stock	6,345		6,345	I	By Spouse
Restrict Stock Units	⁽⁵⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	69,928		69,928	I	By Spouse
Restricted Stock Units⁽⁷⁾	⁽⁵⁾							12/31/2011⁽³⁾	12/31/2011⁽³⁾	Common Stock	10,786.5		10,786.5	I	By Spouse
Restricted Stock Units	⁽⁵⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	26,657		26,657	I	By Spouse

Explanation of Responses:

1. Payment of withholding taxes.

2. These options vest one-third on each of the first three anniversaries of the date of grant.

3. This is the date these restricted stock units will vest.

4. Vesting and distribution of shares of Restricted Stock Units.

5. These units convert on a one-to-one basis.

6. These units vest 50% on both the 3rd and 4th anniversary of the grant date.

7. These are units earned under the Company's Leadership Stock Program for the 2009 performance cycle.

8. These units vest one-third on each of the first three anniversaries of the date of grant.

Remarks:

	Patrick M. Sheller as attorney-in-fact for Brad Kruchten	09/20/2011
	** 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.