Sec Form 4 Filing - Faraci Philip J @ EASTMAN KODAK CO - 2012-09-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Faraci Philip J 2. Issuer Name and Ticker or Trading Symbol EASTMAN KODAK CO [ EKDKQ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & COO (Last) (First) (Middle) 343 STATE STREET 3. Date of Earliest Transaction (MM/DD/YY) 09/28/2012 (Street) ROCHESTER, NY14650 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 09/28/2012 M 172,100 ( 5 ) A $ 0.19 295,663 D Common Stock 02/28/2012 F 62,335 ( 1 ) D $ 0.19 357,998 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Option (right to buy) ( 3 ) $ 24 .75 ( 2 ) 12/06/2012 Common Stock 20,940 20,940 D Option (right to buy) ( 3 ) $ 25.01 ( 2 ) 01/31/2013 Commons Stock 25,000 25,000 D Option (right to buy) ( 3 ) $ 25.88 ( 2 ) 12/11/2013 Common Stock 58,690 58,690 D Option (right to buy) ( 3 ) $ 23.28 ( 2 ) 12/10/2014 Common Stock 130,490 130,490 D Option (right to buy) ( 3 ) $ 7.41 ( 2 ) 12/08/2015 Common Stock 246,750 246,750 D Option (right to buy) $ 4.54 10/14/2013 10/13/2016 Common Stock 300,000 300,000 D Option (right to buy) $ 3.4 ( 2 ) 02/27/2018 Common Stock 231,707 231,707 D Restricted Stock Units ( 4 ) 09/28/2012 M 172,100 ( 5 ) ( 6 ) ( 6 ) Commons Stock 172,100 $ 0 172,100 D Restricted Stock Units ( 4 ) ( 7 ) ( 7 ) Common Stock 87,482 87,482 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Faraci Philip J 343 STATE STREET ROCHESTER, NY14650 President & COO Signatures Patrick M. Sheller, as attorney-in-fact for Philip J. Faraci 10/02/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Payment of withholding taxes. ( 2 )These options vest one-third on each of the first three anniversaries of the grant date. ( 3 )Stock option granted under the 2005 Omnibus Long-Term Compensaton Plan. ( 4 )These units convert on a one-for-one basis. ( 5 )Vesting and distribution of shares of Restricted Stock Units. ( 6 )These units vest 50% on both the 3rd and 4th anniversary of the grant date. ( 7 )These units vest one-third on each of the first three anniversaries of the date of grant.

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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