EASTMAN KODAK CO — Director's Dealing 2021

May 21, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EASTMAN KODAK CO (KODK)
CIK: 0000031235
Period of Report: 2021-05-18

Reporting Person: Katz Philippe D (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-18	Common Stock, par value $.01	M	4128	—	Acquired	120496	Direct
2021-05-19	Common Stock, par value $.01	A	11000	—	Acquired	131496	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-18	Restricted Stock Units	$0	M	4128	Disposed	2021-05-18	Common Stock, par value $.01 (4128)	Direct
2021-05-18	Restricted Stock Units	$0	D	3781	Disposed	2021-05-18	Common Stock, par value $.01 (3781)	Direct
2021-05-18	Phantom Stock	$0	A	3781	Acquired		Common Stock, par value $.01 (3781)	Direct
2021-05-19	Restricted Stock Units	$0	A	10000	Acquired		Common Stock, par value $.01 (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01	2522011	Indirect
Common Stock, par value $.01	1569870	Indirect
Common Stock, par value $.01	7598	Indirect
Common Stock, par value $.01	87720	Indirect
Common Stock, par value $.01	48875	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$3.03	2027-05-19	Common Stock, par value $.01 (25297)	25297	Direct
Stock Option (Right to Buy)	$4.53	2027-05-19	Common Stock, par value $.01 (7699)	7699	Direct
Stock Option (Right to Buy)	$6.03	2027-05-19	Common Stock, par value $.01 (7699)	7699	Direct
Stock Option (Right to Buy)	$12.00	2027-05-19	Common Stock, par value $.01 (4400)	4400	Direct

Footnotes

F1: These restricted stock units convert into common stock on a one-for-one basis.

F2: This restricted stock award was granted under the Company's 2013 Omnibus Incentive Plan, as amended, in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice, vests in four equal installments on August 18, 2021, November 18, 2021, February 18, 2022 and the day immediately preceding the Company's 2022 annual meeting of shareholders, with pro rata vesting upon Mr. Katz's separation from service prior to vesting.

F3: Mr. Katz disclaims beneficial ownership of the securities held by KF Investors LLC, an entity of which Mr. Katz is a managing member, except to the extent of his pecuniary interest therein.

F4: Mr. Katz disclaims beneficial ownership of the securities held by Momar Corporation, an entity in which Mr. Katz has an ownership interest, except to the extent of his pecuniary interest therein.

F5: Mr. Katz disclaims beneficial ownership of the securities held by United Equities Commodities Company, an entity of which Mr. Katz is a general partner, except to the extent of his pecuniary interest therein.

F6: Mr. Katz disclaims beneficial ownership of the securities held by Marneu Holding Company, an entity of which Mr. Katz is a partner, except to the extent of his pecuniary interest therein.

F7: Mr. Katz disclaims beneficial ownership of the securities held by 111 John Realty Corp., an entity in which Mr. Katz has an ownership interest, except to the extent of his pecuniary interest therein.

F8: Upon vesting on 5/18/2021, Mr. Katz deferred the receipt of 3,781 shares of common stock and received instead 3,781 shares of phantom stock pursuant to the terms of the Eastman Kodak Company Deferred Compensation Plan for Directors (the "Plan"). As a result, Mr. Katz is reporting the disposition of 3,781 shares of common stock in exchange for an equal number of shares of phantom stock under the Plan.

F9: Each share of phantom stock represents a right to receive one share of common stock and becomes payable at the election of Mr. Katz 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.

F10: 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, as amended, in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice, vest on the day immediately preceding the Company's 2022 annual meeting of shareholders.

F11: This option has fully vested as of the date of this report.