3//SEC Filing
Kennedy Lewis Investment Holdings LLC 3
Accession 0000899243-21-014885
CIK 0000031235other
Filed
Apr 4, 8:00 PM ET
Accepted
Apr 5, 5:48 PM ET
Size
26.7 KB
Accession
0000899243-21-014885
Insider Transaction Report
Form 3
EASTMAN KODAK COKODK
Holdings
- (indirect: See Footnotes)
Convertible Promissory Note
→ Common Stock - 197,000(indirect: See Footnotes)
Common Stock
- (indirect: See Footnotes)
Convertible Promissory Note
→ Common Stock - 803,000(indirect: See Footnotes)
Common Stock
Kennedy Lewis GP LLC
Director
Holdings
- 197,000(indirect: See Footnotes)
Common Stock
- (indirect: See Footnotes)
Convertible Promissory Note
→ Common Stock - 803,000(indirect: See Footnotes)
Common Stock
- (indirect: See Footnotes)
Convertible Promissory Note
→ Common Stock
Holdings
- 803,000(indirect: See Footnotes)
Common Stock
- (indirect: See Footnotes)
Convertible Promissory Note
→ Common Stock - 197,000(indirect: See Footnotes)
Common Stock
- (indirect: See Footnotes)
Convertible Promissory Note
→ Common Stock
KENNEDY LEWIS MANAGEMENT LP
Director
Holdings
- (indirect: See Footnotes)
Convertible Promissory Note
→ Common Stock - 197,000(indirect: See Footnotes)
Common Stock
- 803,000(indirect: See Footnotes)
Common Stock
- (indirect: See Footnotes)
Convertible Promissory Note
→ Common Stock
Holdings
- (indirect: See Footnotes)
Convertible Promissory Note
→ Common Stock - 197,000(indirect: See Footnotes)
Common Stock
- 803,000(indirect: See Footnotes)
Common Stock
- (indirect: See Footnotes)
Convertible Promissory Note
→ Common Stock
Holdings
- 197,000(indirect: See Footnotes)
Common Stock
- (indirect: See Footnotes)
Convertible Promissory Note
→ Common Stock - (indirect: See Footnotes)
Convertible Promissory Note
→ Common Stock - 803,000(indirect: See Footnotes)
Common Stock
Kennedy Lewis GP II LLC
Director
Holdings
- 197,000(indirect: See Footnotes)
Common Stock
- 803,000(indirect: See Footnotes)
Common Stock
- (indirect: See Footnotes)
Convertible Promissory Note
→ Common Stock - (indirect: See Footnotes)
Convertible Promissory Note
→ Common Stock
Footnotes (10)
- [F1]These securities of Eastman Kodak Company (the "Issuer") are held directly by Kennedy Lewis Capital Partners Master Fund LP ("Master Fund I").
- [F10](Continued from Footnote 9) Master Fund II has the right to elect at any time to convert the Convertible Note 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 will convert 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 are subject to certain customary anti-dilution adjustments.
- [F2]These securities of the Issuer are held directly by Kennedy Lewis Capital Partners Master Fund II LP ("Master Fund II", and together with Master Fund I, the "Funds").
- [F3]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 Investment Management LLC ("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.
- [F4](Continued from Footnote 3) David Chene and Darren Richman are the managing members of Holdings I. 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 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.
- [F5](Continued from Footnote 4) 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. 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.
- [F6]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 the beneficial owner of such securities for purposes of Section 16 or any other purpose.
- [F7]This Convertible Promissory Note, dated February 26, 2021, between Master Fund I and the Issuer (the "Fund I Convertible Note"), had a purchase price of $4,930,000 and bears interest at a rate of 5.0% per annum, which will be 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 Note is May 28, 2026.
- [F8](Continued from Footnote 7) Master Fund I has the right to elect at any time to convert the Convertible Note 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 will convert 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 are subject to certain customary anti-dilution adjustments.
- [F9]This Convertible Promissory Note, dated February 26, 2021, between Master Fund II and the Issuer (the "Fund II Convertible Note"), had a purchase price of $20,070,000 and bears interest at a rate of 5.0% per annum, which will be 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 Note is May 28, 2026.
Issuer
EASTMAN KODAK CO
CIK 0000031235
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001854651
Filing Metadata
- Form type
- 3
- Filed
- Apr 4, 8:00 PM ET
- Accepted
- Apr 5, 5:48 PM ET
- Size
- 26.7 KB