Statement of Changes of Beneficial Ownership


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 OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Parrett William G
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/YYYY)

1/8/2018
(Street)

ROCHESTER, NY 14650
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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, par value $.01                  2321   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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) 1/8/2019     A      48388         (1)   (1) Common Stock, par value $.01   48388   $0   48388   D  
 
Restricted Stock Units   $0   (2) 1/9/2018     D         9804   (2)   1/9/2018   1/9/2018   Common Stock, par value $.01   9804   $0   0   D  
 
Phantom Stock   $0   (3) 1/9/2018     A      9804         (3)   (3) Common Stock, par value $.01   9804   $0   24131   D  
 
125% Warrants to purchase Common Stock, par value $.01   $14.93                    9/3/2013   9/3/2018   Common Stock, par value $.01   13   (4)   13   D  
 
135% Warrants to purchase Common Stock, par value $.01   $16.12                    9/3/2013   9/3/2018   Common Stock, par value $.01   13   (4)   13   D  
 

Explanation of Responses:
(1)  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 in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice, vest on 1/8/2019, subject to continuous service as a member of the board of directors.
(2)  These restricted stock units convert into common stock on a one-for-one basis. Upon vesting on 1/9/2018, Mr. Parrett deferred the receipt of 9,804 shares of common stock and received instead 9,804 shares of phantom stock pursuant to the terms of the Eastman Kodak Company Deferred Compensation Plan for Directors (the "Plan"). As a result, Mr. Parrett is reporting the disposition of 9,804 shares of common stock in exchange for an equal number of shares of phantom stock under the Plan.
(3)  Each share of phantom stock represents a right to receive one share of common stock and becomes payable at the election of Mr. Parrett 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.
(4)  Each of these warrants entitles the holder to purchase one share of common stock; however for each warrant exercised, the holder will receive a net share amount equal to the number of shares issuable upon the exercise multiplied by the closing sale price of the common stock on the exercise date minus the exercise price, divided by the closing sale price, together with cash for any factional shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Parrett William G
C/O EASTMAN KODAK COMPANY
343 STATE STREET
ROCHESTER, NY 14650
X



Signatures
/s/ Sharon E. Underberg, Attorney-in-fact for William G. Parrett 1/10/2018
** 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 control number.