Engelberg Jeffrey D. 4

4 · EASTMAN KODAK CO · Filed Jan 3, 2020

Form 4

Period: 2019-12-31

Director

Transactions

Holdings

Restricted Stock Units
Exercise: $0.00→ Common Stock, par value $.01 (52,817 underlying)
52,817
5% Secured Convertible Notes
(indirect: See footnote)
Exercise: $3.17From: 2019-09-10→ Common Stock, par value $.01 (1,574,892 underlying)
Common Stock, par value $.01
(indirect: See footnote)
960,000
Series A Covertible Preferred Stock
(indirect: See footnote)
Exercise: $17.40→ Common Stock, par value $.01 (574,710 underlying)
100,000

Footnotes (6)

[F1]Reflects restricted stock units granted in lieu of retainer and meeting fees of $18,750, which immediately vested and converted into common stock on a one-for-one basis. The restricted stock units were granted under the Company's 2013 Omnibus Incentive Plan, as amended, in a transaction exempt under Rule 16b-3.
[F2]These securities are owned directly by C2W Partners Master Fund Limited. Mr. Engelberg is the managing member of Additive Advisory and Capital, LLC, which receives management fees from C2W Partners Master Fund Limited. Mr. Engelberg disclaims beneficial ownership of the securities held by C2W Partners Master Fund Limited 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.
[F3]Except as otherwise provided in the award notice, these restricted stock units, which convert into common stock on a one-for-one basis, vest on 1/8/2020, subject to continuous service as a member of the board of directors.
[F4]The convertible preferred stock is convertible at any time, at the holder's election, and has no expiration date.
[F5]These 5% Secured Convertible Notes (the "Notes") convert at a rate of 314.9785 shares of common stock per each $1,000 of principal, subject to certain adjustment provisions contained in the terms of the Notes.
[F6]The Notes do not have an expiration date.

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