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Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 7/21/23 |
| Not Subject to Section 16: 0 |
| Issuer: |
| Issuer CIK: 31235 |
| Issuer Name: EASTMAN KODAK CO |
| Issuer Trading Symbol: KODK |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1797633 |
| | Owner Name: KENNEDY LEWIS MANAGEMENT LP |
| Reporting Owner Address: |
| | Owner Street 1: 225 LIBERTY STREET, SUITE 4210 |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10281 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1797635 |
| | Owner Name: KENNEDY LEWIS CAPITAL PARTNERS MASTER FUND LP |
| Reporting Owner Address: |
| | Owner Street 1: 225 LIBERTY STREET, SUITE 4210 |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10281 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1854812 |
| | Owner Name: Kennedy Lewis GP LLC |
| Reporting Owner Address: |
| | Owner Street 1: 225 LIBERTY STREET, SUITE 4210 |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10281 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1854651 |
| | Owner Name: Kennedy Lewis Investment Holdings LLC |
| Reporting Owner Address: |
| | Owner Street 1: 225 LIBERTY STREET, SUITE 4210 |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10281 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1855023 |
| | Owner Name: Kennedy Lewis Capital Partners Master Fund II LP |
| Reporting Owner Address: |
| | Owner Street 1: 225 LIBERTY STREET, SUITE 4210 |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10281 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1855024 |
| | Owner Name: Kennedy Lewis GP II LLC |
| Reporting Owner Address: |
| | Owner Street 1: 225 LIBERTY STREET, SUITE 4210 |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10281 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1854977 |
| | Owner Name: Kennedy Lewis Investment Holdings II LLC |
| Reporting Owner Address: |
| | Owner Street 1: 225 LIBERTY STREET, SUITE 4210 |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10281 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| Aff 10b5 One: 0 |
| Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Convertible Promissory Note |
| | Conversion or Exercise Price: |
| | | Footnote ID: F2 |
| | | Footnote ID: F3 |
| | Transaction Date: |
| | | Value: 7/21/23 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | | Footnote ID: F2 |
| | | Footnote ID: F3 |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 552,092 |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| | | Transaction Price Per Share: |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F2 |
| | | Footnote ID: F3 |
| | Expiration Date: |
| | | Footnote ID: F2 |
| | | Footnote ID: F3 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnotes |
| Footnote ID: F4 |
| Footnote ID: F5 |
| Footnote ID: F6 |
| Footnote ID: F7 |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Convertible Promissory Note |
| | Conversion or Exercise Price: |
| | | Footnote ID: F2 |
| | | Footnote ID: F3 |
| | Transaction Date: |
| | | Value: 7/21/23 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | | Footnote ID: F2 |
| | | Footnote ID: F3 |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 2,247,565 |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| | | Transaction Price Per Share: |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F2 |
| | | Footnote ID: F3 |
| | Expiration Date: |
| | | Footnote ID: F2 |
| | | Footnote ID: F3 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnotes |
| Footnote ID: F4 |
| Footnote ID: F5 |
| Footnote ID: F6 |
| Footnote ID: F7 |
| Footnotes: |
| Footnote - F1: In connection with an amendment to the credit agreement (the "Term Loan Credit Agreement") among certain funds affiliated with Kennedy Lewis Investment Management LLC ("Kennedy Lewis"), as lenders, the other lenders party thereto, and Alter Domus (US) LLC, as administrative agent, and Eastman Kodak Company (the "Issuer") and certain of its subsidiaries, in order to amend and restate the Term Loan Credit Agreement, on July 21, 2023, the Convertible Promissory Notes, dated February 26, 2021, of the Issuer (the "Convertible Notes") held by each of Kennedy Lewis Capital Partners Master Fund LP ("Master Fund I") and Kennedy Lewis Capital Partners Master Fund II LP ("Master Fund II", and together with Master Fund I, the "Funds") were repaid in full, plus accrued paid-in-kind or unpaid cash interest, by the Issuer (the "Convertible Notes Repurchase"). |
| Footnote - F2: The Convertible Note held by Master Fund I had a purchase price of $4,930,000 and the Convertible Note held by Master Fund II had a purchase price of $20,070,000. Each of the Convertible Notes held by the Funds bore interest at a rate of 5.0% per annum, which was payable in cash on the maturity date or any prepayment date and in additional shares of Common Stock of the Issuer on any conversion date. The maturity date of the Convertible Notes held by the Funds was May 28, 2026. |
| Footnote - F3: (Continued from Footnote 2) Each of the Funds had the right to elect at any time to convert the Convertible Note held by it into shares of Common Stock of the Issuer at a conversion rate equal to 100 shares of Common Stock per each $1,000 outstanding amount (including principal and accrued interest) of the Convertible Note (based on a conversion price equal to $10.00 per share of Common Stock) and the Convertible Note converted into shares of Common Stock of the Issuer at the election of the Issuer upon the occurrence of certain events as set forth in the Convertible Note. The conversion rate and conversion price were subject to certain customary anti-dilution adjustments. |
| Footnote - F4: Kennedy Lewis Management LP (the "Adviser") acts as investment adviser to the Funds. KLM GP LLC ("KLM") is the general partner of the Adviser. Kennedy Lewis is the owner and control person of KLM. David Chene and Darren Richman are the managing members and control persons of Kennedy Lewis. Each of the Adviser, KLM and Kennedy Lewis may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities of the Issuer held by each of the Funds due to their relationship with the Funds. Kennedy Lewis GP LLC ("Fund I GP") is the general partner of Master Fund I. Kennedy Lewis Investment Holdings LLC ("Holdings I") is the managing member of Fund I GP. David Chene and Darren Richman are the managing members of Holdings I. |
| Footnote - F5: (Continued from Footnote 4) Each of Fund I GP and Holdings I may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities of the Issuer held by Master Fund I due to their relationship with Master Fund I. Kennedy Lewis GP II LLC ("Fund II GP") is the general partner of Master Fund II. Kennedy Lewis Investment Holdings II LLC ("Holdings II") is the managing member of Fund II GP. David Chene and Darren Richman are the managing members of Holdings II. Each of Fund II GP and Holdings II may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities held by Master Fund II due to their relationship with Master Fund II. |
| Footnote - F6: (Continued from Footnote 5) David Chene and Darren Richman, in their capacities as managing members of Kennedy Lewis, and managing members of each of Holdings I and Holdings II, may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities held by each of the Funds due to their relationships with the Funds. |
| Footnote - F7: For purposes of Section 16 of the Securities Exchange Act of 1934, each of the Adviser, KLM, Kennedy Lewis, Fund I GP, Holdings I, Fund II GP, Holdings II, David Chene and Darren Richman disclaims beneficial ownership of the securities of the Issuer held directly by the Funds except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any of the Adviser, KLM, Kennedy Lewis, Fund I GP, Holdings I, Fund II GP, Holdings II, David Chene or Darren Richman is or was the beneficial owner of such securities for purposes of Section 16 or any other purpose. |
| Remarks: Due to limitations of the electronic filing system, certain of the reporting persons, including KLM GP LLC, Kennedy Lewis Investment Management LLC, Darren Richman and David Chene, are filing a separate Form 4. Darren Richman, a managing member of each of Kennedy Lewis Investment Management LLC, Kennedy Lewis Investment Holdings LLC, and Kennedy Lewis Investment Holdings II LLC, serves on the Board of Directors of Eastman Kodak Company (the "Issuer"). By virtue of their representation on the Board of Directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the reporting persons other than Mr. Richman are deemed directors by deputization of the Issuer. |
| Owner Signature: |
| Signature Name: KENNEDY LEWIS MANAGEMENT LP, By: KLM GP LLC, its general partner, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer |
| Signature Date: 7/25/23 |
| Owner Signature: |
| Signature Name: KENNEDY LEWIS CAPITAL PARTNERS MASTER FUND LP, By: Kennedy Lewis GP LLC, its general partner, By: Kennedy Lewis Investment Holdings LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person |
| Signature Date: 7/25/23 |
| Owner Signature: |
| Signature Name: KENNEDY LEWIS GP LLC, By: Kennedy Lewis Investment Holdings LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person |
| Signature Date: 7/25/23 |
| Owner Signature: |
| Signature Name: KENNEDY LEWIS INVESTMENT HOLDINGS LLC, Name: /s/ Anthony Pasqua, Title: Authorized Person |
| Signature Date: 7/25/23 |
| Owner Signature: |
| Signature Name: KENNEDY LEWIS CAPITAL PARTNERS MASTER FUND II LP, By: Kennedy Lewis GP II LLC, its general partner, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person |
| Signature Date: 7/25/23 |
| Owner Signature: |
| Signature Name: KENNEDY LEWIS GP II LLC, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person |
| Signature Date: 7/25/23 |
| Owner Signature: |
| Signature Name: KENNEDY LEWIS INVESTMENT HOLDINGS II LLC, Name: /s/ Anthony Pasqua, Title: Authorized Person |
| Signature Date: 7/25/23 |
