SEC Form 4 filed by Director Kennedy Lewis Investment Holdings Ii Llc

3/12/26 7:54:12 PM ET

$KODK

Industrial Machinery/Components

Consumer Discretionary

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kennedy Lewis Investment Holdings II LLC

(Last)

(First)

(Middle)

225 LIBERTY STREET, SUITE 4210

(Street)

NEW YORK

10281

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2026

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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⁾

1. Name and Address of Reporting Person^*

Kennedy Lewis Investment Holdings II LLC

(Last)

(First)

(Middle)

225 LIBERTY STREET, SUITE 4210

(Street)

NEW YORK

10281

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

Richman Darren

(Last)

(First)

(Middle)

225 LIBERTY STREET, SUITE 4210

(Street)

NEW YORK

10281

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

CHENE DAVID

(Last)

(First)

(Middle)

225 LIBERTY STREET, SUITE 4210

(Street)

NEW YORK

10281

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

Explanation of Responses:

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 Management LP, KLM GP LLC, Kennedy Lewis Investment Management LLC, Kennedy Lewis Capital Partners Master Fund III LP, Kennedy Lewis GP III LLC, KLIM Delta HQC3 LP, Kennedy Lewis (EU) SPV LP, and KLCP Co-Investment Opportunities III LP 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.

	KENNEDY LEWIS INVESTMENT HOLDINGS II LLC, Name: /s/ Anthony Pasqua, Title: Authorized Person	03/12/2026
	DARREN RICHMAN, Name: /s/ Darren Richman	03/12/2026
	DAVID CHENE, Name: /s/ David Chene	03/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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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

Amount

(A) or (D)

Price

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(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⁾

Common Stock

7,110,659⁽³⁾

⁽¹⁾⁽²⁾

See Footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾

4.0% Series B Convertible Preferred Stock

⁽¹⁾⁽²⁾⁽³⁾

03/11/2026

D⁽¹⁾⁽²⁾

69,171

⁽⁴⁾

Common Stock

658,770⁽³⁾

⁽¹⁾⁽²⁾

See Footnotes⁽⁵⁾⁽⁶⁾⁽⁸⁾

4.0% Series B Convertible Preferred Stock

⁽¹⁾⁽²⁾⁽³⁾

03/11/2026

D⁽¹⁾⁽²⁾

5,730

⁽⁴⁾

Common Stock

54,571⁽³⁾

⁽¹⁾⁽²⁾

See Footnotes⁽⁵⁾⁽⁶⁾⁽⁹⁾

4.0% Series B Convertible Preferred Stock

⁽¹⁾⁽²⁾⁽³⁾

03/11/2026

D⁽¹⁾⁽²⁾

178,479

⁽⁴⁾

Common Stock

1,699,798⁽³⁾

⁽¹⁾⁽²⁾

See Footnotes⁽⁵⁾⁽⁶⁾⁽¹⁰⁾

6.0% Series B Convertible Preferred Stock

⁽¹⁾⁽²⁾⁽³⁾

03/11/2026

A⁽¹⁾⁽²⁾

746,620

⁽⁴⁾

Common Stock

7,466,200⁽³⁾

⁽¹⁾⁽²⁾

746,620

See Footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾

6.0% Series B Convertible Preferred Stock

⁽¹⁾⁽²⁾⁽³⁾

03/11/2026

A⁽¹⁾⁽²⁾

69,171

⁽⁴⁾

Common Stock

691,710⁽³⁾

⁽¹⁾⁽²⁾

69,171

See Footnotes⁽⁵⁾⁽⁶⁾⁽⁸⁾

6.0% Series B Convertible Preferred Stock

⁽¹⁾⁽²⁾⁽³⁾

03/11/2026

A⁽¹⁾⁽²⁾

5,730

⁽⁴⁾

Common Stock

57,300⁽³⁾

⁽¹⁾⁽²⁾

5,730

See Footnotes⁽⁵⁾⁽⁶⁾⁽⁹⁾

6.0% Series B Convertible Preferred Stock

⁽¹⁾⁽²⁾⁽³⁾

03/11/2026

A⁽¹⁾⁽²⁾

178,479

⁽⁴⁾

Common Stock

1,784,790⁽³⁾

⁽¹⁾⁽²⁾

178,479

See Footnotes⁽⁵⁾⁽⁶⁾⁽¹⁰⁾

SEC Form 4 filed by Director Kennedy Lewis Investment Holdings Ii Llc

Crush Q1 2026 with the Best AI Superconnector

Recent Analyst Ratings for
$KODK

SEC Form 4 filed by Director Kennedy Lewis Investment Holdings Ii Llc

Crush Q1 2026 with the Best AI Superconnector

Recent Analyst Ratings for
$KODK

$KODK
Insider Purchases

Director Katz Philippe D bought $36,750 worth of shares (5,000 units at $7.35), increasing direct ownership by 3% to 185,026 units (SEC Form 4)

Director Katz Philippe D bought $56,700 worth of shares (10,000 units at $5.67), increasing direct ownership by 6% to 180,026 units (SEC Form 4)

Executive Chairman and CEO Continenza James V bought $287,000 worth of shares (50,000 units at $5.74), increasing direct ownership by 3% to 1,902,011 units (SEC Form 4)

$KODK
Press Releases

Kodak Reports Fourth-Quarter and Full-Year 2025 Financial Results

Eastman Kodak Company Fourth-Quarter and Full-Year 2025 Earnings Conference Call

Kodak Expands Pharmaceuticals Portfolio with Four Regulated Products

$KODK
Insider Trading