Sec Form 3 Filing - KKR Fund Holdings GP Ltd @ EASTMAN KODAK CO - 2009-09-29

FORM 3 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 KKR Fund Holdings GP Ltd 2. Issuer Name and Ticker or Trading Symbol EASTMAN KODAK CO [ EK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 9 WEST 57TH STREET 41ST FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 09/29/2009 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Warrants (right to buy) ( 1 ) $ 5.5 ( 2 ) 09/29/2017 Common Stock, $2.50 par value 37,297,084 I See footnotes ( 3 ) ( 6 ) ( 7 ) ( 8 ) Warrants (right to buy) ( 1 ) $ 5.5 ( 2 ) 09/29/2017 Common Stock, $2.50 par value 2,008,472 I See footnotes ( 4 ) ( 6 ) ( 7 ) ( 8 ) Warrants (right to buy) ( 1 ) $ 5.5 ( 2 ) 09/29/2017 Common Stock, $2.50 par value 694,444 I See footnotes ( 5 ) ( 6 ) ( 7 ) ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KKR Fund Holdings GP Ltd 9 WEST 57TH STREET 41ST FLOOR NEW YORK, NY10019 X KKR Group Holdings L.P. 9 WEST 57TH STREET 41ST FLOOR NEW YORK, NY10019 X KKR Group Ltd 9 WEST 57TH STREET 41ST FLOOR NEW YORK, NY10019 X KKR & Co. L.P. 9 WEST 57TH STREET SUITE 4200 NEW YORK, NY10019 X KKR Management LLC 9 WEST 57TH STREET 41ST FLOOR NEW YORK, NY10019 X KRAVIS HENRY R C/O KOHLBERG KRAVIS ROBERTS & CO 9 WEST 57TH ST NEW YORK, NY10019 X ROBERTS GEORGE R 2800 SAND HILL ROAD MENLO PARK, CA94025 X Signatures /s/ William J. Janetschek, KKR Fund Holdings GP Limited (9) 10/08/2009 Signature of Reporting Person Date /s/ William J. Janetschek, KKR Group Holdings L.P. (10) 10/08/2009 Signature of Reporting Person Date /s/ William J. Janetschek, KKR Group Limited (11) 10/08/2009 Signature of Reporting Person Date /s/ William J. Janetschek, KKR & Co. L.P. (12) 10/08/2009 Signature of Reporting Person Date /s/ William J. Janetschek, KKR & Co. L.P. (13) 10/08/2009 Signature of Reporting Person Date /s/ William J. Janetschek, KKR Management LLC (14) 10/08/2009 Signature of Reporting Person Date /s/ William J. Janetschek, KKR Management LLC (15) 10/08/2009 Signature of Reporting Person Date /s/ William J. Janetschek, as Attorney-in-Fact for Henry R. Kravis 10/08/2009 Signature of Reporting Person Date /s/ William J. Janetschek, as Attorney-in-Fact for George R. Roberts 10/08/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Warrants issued by Eastman Kodak Company. ( 2 )Immediately exercisable. ( 3 )These securities are directly held by KKR Jet Stream LLC. Each of KKR 2006 Fund (Overseas), Limited Partnership (as the managing member of KKR Jet Stream LLC); KKR Associates 2006 (Overseas), Limited Partnership (as the sole general partner of KKR 2006 Fund (Overseas), Limited Partnership); KKR 2006 Limited (as the sole general partner of KKR Associates 2006 (Overseas), Limited Partnership); and KKR Fund Holdings L.P. (as the sole shareholder of KKR 2006 Limited) may be deemed to beneficially own the shares of Common Stock issuable upon exercise of the Warrants held by KKR Jet Stream LLC. KKR Partners II (International), L.P. is also a member of KKR Jet Stream LLC. ( 4 )These securities are held by 8 North America Investor (Cayman) Limited. KKR Fund Holdings L.P. indirectly controls 8 North America Investor (Cayman) Limited and may be deemed to beneficially own the 2,008,472 shares of Common Stock issuable upon exercise of the Warrants held by 8 North America Investor (Cayman) Limited. ( 5 )These securities are held by OPERF Co-Investment LLC. KKR Fund Holdings L.P. indirectly controls OPERF Co-Investment LLC and may be deemed to beneficially own the 694,444 shares of Common Stock issuable upon exercise of the Warrants held by OPERF Co-Investment LLC. ( 6 )Each of KKR Fund Holdings GP Limited (as a general partner of KKR Fund Holdings L.P.), KKR Group Holdings L.P. (as a general partner of KKR Fund Holdings L.P. and the sole shareholder of KKR Fund Holdings GP Limited), KKR Group Limited (as the sole general partner of KKR Group Holdings L.P.), KKR & Co. L.P. (as the sole shareholder of KKR Group Limited), KKR Management LLC (as the sole general partner of KKR & Co. L.P.) and Henry R. Kravis and George R. Roberts (as the designated members of KKR Management LLC) may be deemed to have or share beneficial ownership of the 40,000,000 shares of Common Stock that may be deemed beneficially owned by KKR Fund Holdings L.P. through each of KKR Jet Stream LLC, 8 North America (Cayman) Limited, and OPERF Co-Investment LLC. ( 7 )Each of the Reporting Persons disclaims beneficial ownership of any securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any equity securities covered by this statement. ( 8 )Because no more than 10 reporting persons can file any one Form 3 through the SEC's EDGAR system, KKR Jet Stream LLC; KKR 2006 Fund (Overseas), Limited Partnership; KKR Associates 2006 (Overseas), Limited Partnership; KKR 2006 Limited; and KKR Fund Holdings L.P. have filed a separate Form 3.

Remarks: Exhibit 24 Powers of Attorney. (9) Mr. Janetschek is signing in his capacity as director of KKR Fund Holdings GP Limited. (10) Mr. Janetschek is signing in his capacity as director of KKR Group Limited, the general partner of KKR Group Holdings L.P. (11) Mr. Janetschek is signing in his capacity as director of KKR Group Limited. (12) Mr. Janetschek is signing in his capacity as attorney-in-fact for Henry R. Kravis, a designated member of KKR Management LLC, the general partner of KKR & Co. L.P. (13) Mr. Janetschek is signing in his capacity as attorney-in-fact fo r George R. Roberts, a designated member of KKR Management LLC, the general partner of KKR & Co. L.P. (14) Mr. Janetschek is signing in his capacity as attorney-in-fact for Henry R. Kravis, a designated member of KKR Management LLC. (15) Mr. Janetschek is signing in his capacity as attorney-in-fact for George R. Roberts, a designated member of KKR Management LLC.

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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