SEC FORM 4/A

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^*

CONTINENZA JAMES V

(Last)

(First)

(Middle)

C/O EASTMAN KODAK COMPANY

343 STATE STREET

(Street)

ROCHESTER

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)
	Executive Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/27/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/29/2020

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)

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)
Stock Option (Right to Buy)	$3.03	07/27/2020		A		981,707		⁽¹⁾	02/19/2026	Common Stock, par value $.01	981,707	$0	981,707	D
Stock Option (Right to Buy)	$4.53	07/27/2020		A		298,780		⁽¹⁾	02/19/2026	Common Stock, par value $.01	298,780	$0	298,780	D
Stock Option (Right to Buy)	$6.03	07/27/2020		A		298,780		⁽¹⁾	02/19/2026	Common Stock, par value $.01	298,780	$0	298,780	D
Stock Option (Right to Buy)	$12	07/27/2020		A		170,733		⁽¹⁾	02/19/2026	Common Stock, par value $.01	170,733	$0	170,733	D

Explanation of Responses:

1. These options were previously reported by Mr. Continenza and the Form 4 is being amended to provide greater detail on the terms of the options. Following the issuance of the Company's 5.00% Secured Convertible Notes due 2021 (the "Notes"), the Board of Directors of the Company desired to protect Mr. Continenza from the economic dilution attributable to the issuance of the Notes, which affected the value of the options granted upon his becoming Executive Chairman of the Company (the "Original Grant"). The options described in this Form 4 were out-of-the-money when granted and have the same exercise prices and term as the Original Grant. The terms of this award described in this Form 4, including the exercise prices, were generally designed to put Mr. Continenza in the same economic position he would have been in had the Notes been repaid instead of converted into common stock. The award described in this Form 4 was unable to be made until additional shares were authorized to be issued under the Company's 2013 Omnibus Incentive Plan, as amended (the "Plan"), which additional shares were not approved by shareholders until May 20, 2020. These options were granted under the Plan in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice, 28.57% of these options vest immediately, with the remaining 71.43% vesting on the conversion of the Company's outstanding 5.00% Secured Convertible Notes due 2021. If the 5.00% Secured Convertible Notes due 2021 are not fully converted, the 71.43% remainder portion of the options will vest on a pro rata basis based on the percentage converted.

Remarks:

	/s/ Roger W. Byrd, Attorney-in-fact for James V. Continenza	07/29/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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