EASTMAN KODAK CO — Director's Dealing 2021

Apr 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EASTMAN KODAK CO (KODK)
CIK: 0000031235
Period of Report: 2021-02-26

Reporting Person: Engelberg Jeffrey D. (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-31	Restricted Stock Units	$0	A	7159	Acquired		Common Stock, par value $.01 (7159)	Direct
2021-02-26	Series A Covertible Preferred Stock	$	D	100000	Disposed		Common Stock, par value $.01 (574710)	Indirect
2021-02-26	Series B Covertible Preferred Stock	$10.5	A	50000	Acquired	2026-05-28	Common Stock, par value $.01 (476190)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.01	206521	Direct
Common Stock, par value $.01	2534892	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 (21081)	21081	Direct
Stock Option (Right to Buy)	$4.53	2027-05-19	Common Stock, par value $.01 (6416)	6416	Direct
Stock Option (Right to Buy)	$6.03	2027-05-19	Common Stock, par value $.01 (6416)	6416	Direct
Stock Option (Right to Buy)	$12.00	2027-05-19	Common Stock, par value $.01 (3666)	3666	Direct

Footnotes

F1: These securities are owned directly by C2W Partners Master Fund Limited ("C2W"). Mr. Engelberg is the managing member of Additive Advisory and Capital, LLC, which receives management fees from C2W. Mr. Engelberg disclaims beneficial ownership of the securities held by C2W and states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

F2: 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 and restated, in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice, vest on May 18, 2021, subject to continuous service as a member of the board of directors.

F3: This option has fully vested as of the date of this report.

F4: On February 26, 2021, pursuant to the Series A Preferred Stock Repurchase and Exchange Agreement, C2W disposed of 50,000 shares of Series A Convertible Preferred Stock in exchange for cash and 50,000 shares of Series A Convertible Preferred Stock in exchange for shares of Series B Convertible Preferred Stock on a one-for-one basis from the issuer.

F5: In addition to the share consideration, the Issuer paid $64,167 for accrued and unpaid dividends on the shares of Series A Convertible Preferred Stock.

F6: The convertible preferred stock is convertible at any time, at the holder's election.