EASTMAN KODAK CO — Director's Dealing 2017

Jan 10, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EASTMAN KODAK CO (KODK)
CIK: 0000031235
Period of Report: 2017-01-08

Reporting Person: Parrett William G (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-08	Restricted Stock Units	$0	D	14327	Disposed	2017-01-08	Common Stock, par value $.01 (14327)	Direct
2017-01-08	Phantom Stock	$0	A	14327	Acquired		Common Stock, par value $.01 (14327)	Direct
2017-01-09	Restricted Stock Units	$0	A	9804	Acquired		Common Stock, par value $.01 (9804)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01	2321	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
125% Warrants to purchase Common Stock, par value $.01	$14.93	2018-09-03	Common Stock, par value $.01 (13)	13	Direct
135% Warrants to purchase Common Stock, par value $.01	$16.12	2018-09-03	Common Stock, par value $.01 (13)	13	Direct

Footnotes

F1: These restricted stock units convert into common stock on a one-for-one basis. Upon vesting on 1/8/2017, Mr. Parrett deferred the receipt of 14,327 shares of common stock and received instead 14,327 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 14,327 shares of common stock in exchange for an equal number of shars of phantom stock under the Plan.

F2: 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.

F3: 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 1/9/2018, subject to continuous service as a member of the board of directors.

F4: 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.