4//SEC Filing
KLCP Co-Investment Opportunities III LP 4
Accession 0001193125-25-309943
CIK 0000031235other
Filed
Dec 4, 7:00 PM ET
Accepted
Dec 5, 5:24 PM ET
Size
86.5 KB
Accession
0001193125-25-309943
Insider Transaction Report
Form 4
EASTMAN KODAK COKODK
KENNEDY LEWIS MANAGEMENT LP
Director
Transactions
- Purchase
4.0% Series B Convertible Preferred Stock
2025-12-05$101.50/sh+746,620$75,781,930→ 746,620 total(indirect: See Footnotes)→ Common Stock (7,110,659 underlying) - Purchase
4.0% Series B Convertible Preferred Stock
2025-12-05$101.50/sh+69,171$7,020,857→ 69,171 total(indirect: See Footnotes)→ Common Stock (658,770 underlying) - Purchase
4.0% Series B Convertible Preferred Stock
2025-12-05$101.50/sh+5,730$581,595→ 5,730 total(indirect: See Footnotes)→ Common Stock (54,571 underlying) - Purchase
4.0% Series B Convertible Preferred Stock
2025-12-05$101.50/sh+178,479$18,115,619→ 178,479 total(indirect: See Footnotes)→ Common Stock (1,699,798 underlying)
KLM GP LLC
Director
Transactions
- Purchase
4.0% Series B Convertible Preferred Stock
2025-12-05$101.50/sh+746,620$75,781,930→ 746,620 total(indirect: See Footnotes)→ Common Stock (7,110,659 underlying) - Purchase
4.0% Series B Convertible Preferred Stock
2025-12-05$101.50/sh+69,171$7,020,857→ 69,171 total(indirect: See Footnotes)→ Common Stock (658,770 underlying) - Purchase
4.0% Series B Convertible Preferred Stock
2025-12-05$101.50/sh+5,730$581,595→ 5,730 total(indirect: See Footnotes)→ Common Stock (54,571 underlying) - Purchase
4.0% Series B Convertible Preferred Stock
2025-12-05$101.50/sh+178,479$18,115,619→ 178,479 total(indirect: See Footnotes)→ Common Stock (1,699,798 underlying)
Transactions
- Purchase
4.0% Series B Convertible Preferred Stock
2025-12-05$101.50/sh+746,620$75,781,930→ 746,620 total(indirect: See Footnotes)→ Common Stock (7,110,659 underlying) - Purchase
4.0% Series B Convertible Preferred Stock
2025-12-05$101.50/sh+69,171$7,020,857→ 69,171 total(indirect: See Footnotes)→ Common Stock (658,770 underlying) - Purchase
4.0% Series B Convertible Preferred Stock
2025-12-05$101.50/sh+5,730$581,595→ 5,730 total(indirect: See Footnotes)→ Common Stock (54,571 underlying) - Purchase
4.0% Series B Convertible Preferred Stock
2025-12-05$101.50/sh+178,479$18,115,619→ 178,479 total(indirect: See Footnotes)→ Common Stock (1,699,798 underlying)
Transactions
- Purchase
4.0% Series B Convertible Preferred Stock
2025-12-05$101.50/sh+746,620$75,781,930→ 746,620 total(indirect: See Footnotes)→ Common Stock (7,110,659 underlying) - Purchase
4.0% Series B Convertible Preferred Stock
2025-12-05$101.50/sh+69,171$7,020,857→ 69,171 total(indirect: See Footnotes)→ Common Stock (658,770 underlying) - Purchase
4.0% Series B Convertible Preferred Stock
2025-12-05$101.50/sh+5,730$581,595→ 5,730 total(indirect: See Footnotes)→ Common Stock (54,571 underlying) - Purchase
4.0% Series B Convertible Preferred Stock
2025-12-05$101.50/sh+178,479$18,115,619→ 178,479 total(indirect: See Footnotes)→ Common Stock (1,699,798 underlying)
Kennedy Lewis GP III LLC
Director
Transactions
- Purchase
4.0% Series B Convertible Preferred Stock
2025-12-05$101.50/sh+746,620$75,781,930→ 746,620 total(indirect: See Footnotes)→ Common Stock (7,110,659 underlying) - Purchase
4.0% Series B Convertible Preferred Stock
2025-12-05$101.50/sh+69,171$7,020,857→ 69,171 total(indirect: See Footnotes)→ Common Stock (658,770 underlying) - Purchase
4.0% Series B Convertible Preferred Stock
2025-12-05$101.50/sh+5,730$581,595→ 5,730 total(indirect: See Footnotes)→ Common Stock (54,571 underlying) - Purchase
4.0% Series B Convertible Preferred Stock
2025-12-05$101.50/sh+178,479$18,115,619→ 178,479 total(indirect: See Footnotes)→ Common Stock (1,699,798 underlying)
KLIM Delta HQC3 LP
Director
Transactions
- Purchase
4.0% Series B Convertible Preferred Stock
2025-12-05$101.50/sh+746,620$75,781,930→ 746,620 total(indirect: See Footnotes)→ Common Stock (7,110,659 underlying) - Purchase
4.0% Series B Convertible Preferred Stock
2025-12-05$101.50/sh+69,171$7,020,857→ 69,171 total(indirect: See Footnotes)→ Common Stock (658,770 underlying) - Purchase
4.0% Series B Convertible Preferred Stock
2025-12-05$101.50/sh+5,730$581,595→ 5,730 total(indirect: See Footnotes)→ Common Stock (54,571 underlying) - Purchase
4.0% Series B Convertible Preferred Stock
2025-12-05$101.50/sh+178,479$18,115,619→ 178,479 total(indirect: See Footnotes)→ Common Stock (1,699,798 underlying)
Kennedy Lewis (EU) SPV LP
Director
Transactions
- Purchase
4.0% Series B Convertible Preferred Stock
2025-12-05$101.50/sh+746,620$75,781,930→ 746,620 total(indirect: See Footnotes)→ Common Stock (7,110,659 underlying) - Purchase
4.0% Series B Convertible Preferred Stock
2025-12-05$101.50/sh+69,171$7,020,857→ 69,171 total(indirect: See Footnotes)→ Common Stock (658,770 underlying) - Purchase
4.0% Series B Convertible Preferred Stock
2025-12-05$101.50/sh+5,730$581,595→ 5,730 total(indirect: See Footnotes)→ Common Stock (54,571 underlying) - Purchase
4.0% Series B Convertible Preferred Stock
2025-12-05$101.50/sh+178,479$18,115,619→ 178,479 total(indirect: See Footnotes)→ Common Stock (1,699,798 underlying)
Transactions
- Purchase
4.0% Series B Convertible Preferred Stock
2025-12-05$101.50/sh+746,620$75,781,930→ 746,620 total(indirect: See Footnotes)→ Common Stock (7,110,659 underlying) - Purchase
4.0% Series B Convertible Preferred Stock
2025-12-05$101.50/sh+69,171$7,020,857→ 69,171 total(indirect: See Footnotes)→ Common Stock (658,770 underlying) - Purchase
4.0% Series B Convertible Preferred Stock
2025-12-05$101.50/sh+5,730$581,595→ 5,730 total(indirect: See Footnotes)→ Common Stock (54,571 underlying) - Purchase
4.0% Series B Convertible Preferred Stock
2025-12-05$101.50/sh+178,479$18,115,619→ 178,479 total(indirect: See Footnotes)→ Common Stock (1,699,798 underlying)
Footnotes (9)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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.
- [F9]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.
Documents
Issuer
EASTMAN KODAK CO
CIK 0000031235
Entity typeother
IncorporatedCayman Islands
Related Parties
1- filerCIK 0001884805
Filing Metadata
- Form type
- 4
- Filed
- Dec 4, 7:00 PM ET
- Accepted
- Dec 5, 5:24 PM ET
- Size
- 86.5 KB