Eastman Kodak Company

03/12/2026 | Press release | Distributed by Public on 03/12/2026 16:52

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
KENNEDY LEWIS MANAGEMENT LP
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)
225 LIBERTY STREET, SUITE 4210
3. Date of Earliest Transaction (Month/Day/Year)
03/11/2026
(Street)
NEW YORK, NY 10281
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(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
4.0% Series B Convertible Preferred Stock (1)(2)(3) 03/11/2026 D(1)(2) 746,620 (4) (4) Common Stock 7,110,659(3) (1)(2) 0 I See Footnotes(5)(6)(7)
4.0% Series B Convertible Preferred Stock (1)(2)(3) 03/11/2026 D(1)(2) 69,171 (4) (4) Common Stock 658,770(3) (1)(2) 0 I See Footnotes(5)(6)(8)
4.0% Series B Convertible Preferred Stock (1)(2)(3) 03/11/2026 D(1)(2) 5,730 (4) (4) Common Stock 54,571(3) (1)(2) 0 I See Footnotes(5)(6)(9)
4.0% Series B Convertible Preferred Stock (1)(2)(3) 03/11/2026 D(1)(2) 178,479 (4) (4) Common Stock 1,699,798(3) (1)(2) 0 I See Footnotes(5)(6)(10)
6.0% Series B Convertible Preferred Stock (1)(2)(3) 03/11/2026 A(1)(2) 746,620 (4) (4) Common Stock 7,466,200(3) (1)(2) 746,620 I See Footnotes(5)(6)(7)
6.0% Series B Convertible Preferred Stock (1)(2)(3) 03/11/2026 A(1)(2) 69,171 (4) (4) Common Stock 691,710(3) (1)(2) 69,171 I See Footnotes(5)(6)(8)
6.0% Series B Convertible Preferred Stock (1)(2)(3) 03/11/2026 A(1)(2) 5,730 (4) (4) Common Stock 57,300(3) (1)(2) 5,730 I See Footnotes(5)(6)(9)
6.0% Series B Convertible Preferred Stock (1)(2)(3) 03/11/2026 A(1)(2) 178,479 (4) (4) Common Stock 1,784,790(3) (1)(2) 178,479 I See Footnotes(5)(6)(10)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KENNEDY LEWIS MANAGEMENT LP
225 LIBERTY STREET, SUITE 4210
NEW YORK, NY 10281
X
KLM GP LLC
225 LIBERTY STREET, SUITE 4210
NEW YORK, NY 10281
X
KENNEDY LEWIS INVESTMENT MANAGEMENT LLC
225 LIBERTY STREET, SUITE 4210
NEW YORK, NY 10281
X
Kennedy Lewis Capital Partners Master Fund III LP
225 LIBERTY STREET, SUITE 4210
NEW YORK, NY 10281
X
Kennedy Lewis GP III LLC
225 LIBERTY STREET, SUITE 4210
NEW YORK, NY 10281
X
KLIM Delta HQC3 LP
225 LIBERTY STREET, SUITE 4210
NEW YORK, NY 10281
X
Kennedy Lewis (EU) SPV LP
225 LIBERTY STREET, SUITE 4210
NEW YORK, NY 10281
X
KLCP Co-Investment Opportunities III LP
225 LIBERTY STREET, SUITE 4210
NEW YORK, NY 10281
X

Signatures

KENNEDY LEWIS MANAGEMENT LP, By: KLM GP LLC, its general partner, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer 03/12/2026
**Signature of Reporting Person Date
KLM GP LLC, Name: /s/ Anthony Pasqua, Title: Authorized Person 03/12/2026
**Signature of Reporting Person Date
KENNEDY LEWIS INVESTMENT MANAGEMENT LLC, Name: /s/ Anthony Pasqua, Title: Authorized Person 03/12/2026
**Signature of Reporting Person Date
KENNEDY LEWIS CAPITAL PARTNERS MASTER FUND III LP, By: Kennedy Lewis Management LP, its investment adviser, Name: /s/ Anthony Pasqua, Title: Authorized Person 03/12/2026
**Signature of Reporting Person Date
KENNEDY LEWIS GP III LLC, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person 03/12/2026
**Signature of Reporting Person Date
KLIM DELTA HQC3 LP, By: Kennedy Lewis Management LP, its investment adviser, Name: /s/ Anthony Pasqua, Title: Authorized Person 03/12/2026
**Signature of Reporting Person Date
KENNEDY LEWIS (EU) SPV LP, By: Kennedy Lewis Management LP, its investment adviser, Name: /s/ Anthony Pasqua, Title: Authorized Person 03/12/2026
**Signature of Reporting Person Date
KLCP CO-INVESTMENT OPPORTUNITIES III LP, By: Kennedy Lewis Management LP, its investment adviser, Name: /s/ Anthony Pasqua, Title: Authorized Person 03/12/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On March 11, 2026, the Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Eastman Kodak Company (the "Certificate of Amendment") went into effect. Pursuant to the Certificate of Amendment, the 4.0% Series B Convertible Preferred Stock ("4% Preferred Stock") of Eastman Kodak Company (the "Issuer") was redesignated as 6.0% Series B Convertible Preferred Stock ("Preferred Stock"). In addition, pursuant to the Certificate of Amendment, the dividend rate for the shares of preferred stock was increased to 6% from 4%; the conversion rate was changed to 10 shares of common stock per share of Preferred Stock versus 9.5238 shares of common stock per share of 4% Preferred Stock, subject to antidilution adjustments; and the Certificate of Amendment includes certain redemption rights, certain conversion rights for the Issuer and other changes to the terms of such shares of preferred stock as detailed in the Certificate of Amendment.
(2) (Continued from footnote 1) The shares of 4% Preferred Stock were previously reported as purchased by Kennedy Lewis Capital Partners Master Fund III LP, KLIM Delta HQC3 LP, Kennedy Lewis (EU) SPV LP, and KLCP Co-Investment Opportunities III LP (each a "Fund", and together, the "Funds"). The shares of Preferred Stock have a liquidation preference of $100 per share.
(3) Pursuant to agreements among Kennedy Lewis Management LP (the "Adviser"), the Funds, and the Issuer, the Issuer would not effect any conversion of shares of 4% Preferred Stock and will not effect any conversion of shares of Preferred Stock held by a Fund if after giving effect to such conversion a Fund, together with its affiliates and any members of a Section 13(d) group with a Fund or its affiliates, would beneficially own in excess of 4.99% of the number of shares of common stock then outstanding (the "Beneficial Ownership Limitation"). The Funds, upon not less than 61-days' prior written notice to the Issuer, may increase or decrease such Beneficial Ownership Limitation.
(4) The shares of 4.0% Preferred Stock were convertible and the shares of Preferred Stock are convertible into common stock of the Issuer at any time at the option of the holder, subject to the Beneficial Ownership Limitation described in footnote (3) above. The shares of Preferred Stock are subject to mandatory redemption by the Issuer on June 11, 2029, at a redemption price equal to the liquidation preference for such shares plus accrued, accumulated and unpaid dividends.
(5) The Adviser acts as investment adviser to the Funds. KLM GP LLC ("KLM") is the general partner of the Adviser. Kennedy Lewis Investment Management LLC ("Kennedy Lewis") is the sole owner and control person of KLM. Kennedy Lewis is controlled by its Board of Managers. David Chene and Darren Richman are the effective 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.
(6) For purposes of Section 16 of the Securities Exchange Act of 1934, each of the Adviser, KLM, Kennedy Lewis, Kennedy Lewis GP III LLC ("Fund III GP"), Kennedy Lewis Investment Holdings II LLC ("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 III GP, Holdings II, David Chene or Darren Richman is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
(7) These shares of Preferred Stock of the Issuer are held directly by Kennedy Lewis Capital Partners Master Fund III LP ("Master Fund III"). Fund III GP is the general partner of Master Fund III. Holdings II is the managing member of Fund III GP. Holdings II is controlled by its Board of Managers. David Chene and Darren Richman are the effective control persons of Holdings II. Each of Fund III GP, Holdings II, Mr. Chene, and Mr. Richman 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 III due to their relationship with Master Fund III.
(8) These shares of Preferred Stock of the Issuer are held directly by KLIM Delta HQC3 LP ("KLIM Delta"). Fund III GP is the general partner of KLIM Delta. Holdings II is the managing member of Fund III GP. Holdings II is controlled by its Board of Managers. David Chene and Darren Richman are the effective control persons of Holdings II. Each of Fund III GP, Holdings II, Mr. Chene, and Mr. Richman 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 KLIM Delta due to their relationship with KLIM Delta.
(9) These shares of Preferred Stock of the Issuer are held directly by Kennedy Lewis (EU) SPV LP ("EU SPV"). Fund III GP is the general partner of EU SPV. Holdings II is the managing member of Fund III GP. Holdings II is controlled by its Board of Managers. David Chene and Darren Richman are the effective control persons of Holdings II. Each of Fund III GP, Holdings II, Mr. Chene, and Mr. Richman 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 EU SPV due to their relationship with EU SPV.
(10) These shares of Preferred Stock of the Issuer are held directly by KLCP Co-Investment Opportunities III LP ("KLCP Co-Invest"). Fund III GP is the general partner of KLCP Co-Invest. Holdings II is the managing member of Fund III GP. Holdings II is controlled by its Board of Managers. David Chene and Darren Richman are the effective control persons of Holdings II. Each of Fund III GP, Holdings II, Mr. Chene, and Mr. Richman 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 KLCP Co-Invest due to their relationship with KLCP Co-Invest.

Remarks:
Due to limitations of the electronic filing system, certain of the reporting persons, including Kennedy Lewis Investment Holdings II LLC, Darren Richman and David Chene, are filing a separate Form 4. Darren Richman, an effective control person of each of Kennedy Lewis Investment Management 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Eastman Kodak Company published this content on March 12, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 12, 2026 at 22:52 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]