Sec Form 4 Filing - CONTINENZA JAMES V @ EASTMAN KODAK CO - 2017-01-01

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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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 *
CONTINENZA JAMES V
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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O EASTMAN KODAK COMPANY, 343 STATE STREET
3. Date of Earliest Transaction (MM/DD/YY)
01/01/2017
(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
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
Restricted Stock Units $ 0 ( 1 ) 01/01/2017 D 3,625 ( 1 ) 01/01/2017 01/01/2017 Common Stock, par value $.01 3,625 $ 0 0 D
Phantom Stock $ 0 ( 2 ) 01/01/2017 A 3,625 ( 2 ) ( 2 ) Common Stock, par value $.01 3,625 $ 0 32,696 D
Restricted Stock Units $ 0 ( 3 ) ( 3 ) ( 3 ) Common Stock, par value $.01 23,878 23,878 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CONTINENZA JAMES V
C/O EASTMAN KODAK COMPANY
343 STATE STREET
ROCHESTER, NY14650
X
Signatures
/s/ Sharon E. Underberg, Attorney-in-fact for James V. Continenza 01/04/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )These restricted stock units convert into common stock on a one-for-one basis. Upon vesting on 1/1/2017, Mr. Continenza deferred the receipt of 3,625 shares of common stock and received instead 3,625 shares of phantom stock pursuant to the terms of the Eastman Kodak Company Deferred Compensation Plan for Directors (the "Plan"). As a result, Mr. Continenza is reporting the disposition of 3,625 shares of common stock in exchange for an equal number of shares of phantom stock under the Plan.
( 2 )Each share of phantom stock represents a right to receive one share of common stock and becomes payable at the election of Mr. Continenza in the year following the year of his separation from service as a director in either a single lump sum payment or in a maximum of ten annual installments.
( 3 )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 and, except as otherwise provided in the award notice, vest on 1/8/2017 (due to an administrative error, previously reported as 1/1/2017), subject to continuous service as a member of the board of directors.

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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