SEC Form 4 filed by Director Kennedy Lewis Management Lp

12/5/25 5:24:04 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 MANAGEMENT LP

(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)
12/05/2025

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	⁽²⁾	12/05/2025		P⁽¹⁾		746,620		⁽³⁾	⁽³⁾	Common Stock	7,110,659⁽²⁾	$101.5	746,620	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾
4.0% Series B Convertible Preferred Stock	⁽²⁾	12/05/2025		P⁽¹⁾		69,171		⁽³⁾	⁽³⁾	Common Stock	658,770⁽²⁾	$101.5	69,171	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁷⁾
4.0% Series B Convertible Preferred Stock	⁽²⁾	12/05/2025		P⁽¹⁾		5,730		⁽³⁾	⁽³⁾	Common Stock	54,571⁽²⁾	$101.5	5,730	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁸⁾
4.0% Series B Convertible Preferred Stock	⁽²⁾	12/05/2025		P⁽¹⁾		178,479		⁽³⁾	⁽³⁾	Common Stock	1,699,798⁽²⁾	$101.5	178,479	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁹⁾

1. Name and Address of Reporting Person^*

KENNEDY LEWIS MANAGEMENT LP

(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^*

KLM GP 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^*

KENNEDY LEWIS INVESTMENT MANAGEMENT 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^*

Kennedy Lewis Capital Partners Master Fund III LP

(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^*

Kennedy Lewis GP III 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^*

KLIM Delta HQC3 LP

(Last)

(First)

(Middle)

C/O KENNEDY LEWIS MANAGEMENT LP

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^*

Kennedy Lewis (EU) SPV LP

(Last)

(First)

(Middle)

C/O KENNEDY LEWIS MANAGEMENT LP

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^*

KLCP Co-Investment Opportunities III LP

(Last)

(First)

(Middle)

C/O KENNEDY LEWIS MANAGEMENT LP

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 December 5, 2025, all of their conditions to purchase were satisfied and 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") purchased 1,000,000 shares of 4.0% Series B Convertible Preferred Stock ("Preferred Stock") of Eastman Kodak Company (the "Issuer") in the aggregate from several third party sellers in privately negotiated transactions at a purchase price of $101.50 per share of Preferred Stock. The shares of Preferred Stock have a liquidation preference of $100 per share, and holders of shares of Preferred Stock are entitled to cumulative dividends payable quarterly in cash at a rate of 4.0% per annum.

2. Each share of Preferred Stock is convertible into shares of common stock of the Issuer at a conversion rate of 9.5238 shares of common stock per share of Preferred Stock, subject to antidilution adjustments. Pursuant to an agreement among Kennedy Lewis Management LP (the "Adviser"), the Funds, and the Issuer, the Issuer 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.

3. 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 (2) above. The shares of Preferred Stock are subject to mandatory redemption by the Issuer on the date that is 91-days following the fifth anniversary of February 26, 2021, the original issue date of such shares, at a redemption price equal to the liquidation price for such shares plus accrued and unpaid dividends. At any time after the initial issuance of the Preferred Stock, if the closing price of the Issuer's common stock has equaled or exceeded $14.50 (subject to adjustment in the same manner as the conversion price) for 45 trading days within a period of 60 consecutive trading days, the Issuer will have the right to cause the mandatory conversion of the Preferred Stock into shares of common stock.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

	KENNEDY LEWIS MANAGEMENT LP, By: KLM GP LLC, its general partner, Name: /s/ Anthony Pasqua, Title: Chief Operating Officer	12/05/2025
	KLM GP LLC, Name: /s/ Anthony Pasqua, Title: Authorized Person	12/05/2025
	KENNEDY LEWIS INVESTMENT MANAGEMENT LLC, Name: /s/ Anthony Pasqua, Title: Authorized Person	12/05/2025
	KENNEDY LEWIS CAPITAL PARTNERS MASTER FUND III LP, By: Kennedy Lewis Management, its investment adviser, Name: /s/ Anthony Pasqua, Title: Authorized Person	12/05/2025
	KENNEDY LEWIS GP III LLC, By: Kennedy Lewis Investment Holdings II LLC, its managing member, Name: /s/ Anthony Pasqua, Title: Authorized Person	12/05/2025
	KLIM DELTA HQC3 LP, By: Kennedy Lewis Management LP, its investment adviser, Name: /s/ Anthony Pasqua, Title: Authorized Person	12/05/2025
	KENNEDY LEWIS (EU) SPV LP, By: Kennedy Lewis Management LP, its investment adviser, Name: /s/ Anthony Pasqua, Title: Authorized Person	12/05/2025
	KLCP CO-INVESTMENT OPPORTUNITIES III LP, By: Kennedy Lewis Management LP, its invest adviser, Name: /s/ Anthony Pasqua, Title: Authorized Person	12/05/2025
	** 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

⁽²⁾

12/05/2025

P⁽¹⁾

746,620

⁽³⁾

Common Stock

7,110,659⁽²⁾

$101.5

746,620

See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾

4.0% Series B Convertible Preferred Stock

⁽²⁾

12/05/2025

P⁽¹⁾

69,171

⁽³⁾

Common Stock

658,770⁽²⁾

$101.5

69,171

See Footnotes⁽⁴⁾⁽⁵⁾⁽⁷⁾

4.0% Series B Convertible Preferred Stock

⁽²⁾

12/05/2025

P⁽¹⁾

5,730

⁽³⁾

Common Stock

54,571⁽²⁾

$101.5

5,730

See Footnotes⁽⁴⁾⁽⁵⁾⁽⁸⁾

4.0% Series B Convertible Preferred Stock

⁽²⁾

12/05/2025

P⁽¹⁾

178,479

⁽³⁾

Common Stock

1,699,798⁽²⁾

$101.5

178,479

See Footnotes⁽⁴⁾⁽⁵⁾⁽⁹⁾

SEC Form 4 filed by Director Kennedy Lewis Management Lp

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SEC Form 4 filed by Director Kennedy Lewis Management Lp

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