FORM 4
☐

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person *
New Jason Griffin
 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)
(Last)
(First)
(Middle)

C/O EASTMAN KODAK COMPANY, 343 STATE STREET		 3. Date of Earliest Transaction (Month/Day/Year)
05/16/2023
(Street)

ROCHESTER, NY 14650
(City)
(State)
(Zip)
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing
(Check applicable line)

__X__ Form Filed by One Reporting Person
_____ 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)

Code

V

Amount

(A) or (D)

Price

Common Stock, par value $.01

       85,894D 


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

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

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

 $ 0 (1) 05/16/2023 D  22,075 (1) 05/16/202305/16/2023

Common Stock, par value $.01

22,075 $ 0 0 D 

Phantom Stock

 $ 0 (2) 05/16/2023 A 22,075   (2)   (2)

Common Stock, par value $.01

22,075 $ 0 22,075D 

Restricted Stock Units

 $ 0 (3) 05/17/2023 A 23,365   (3)   (3)

Common Stock, par value $.01

23,365 $ 0 23,365D 

Stock Option (Right to Buy)

 $3.03        (4) 05/19/2030

Common Stock, par value $.01

21,081 21,081D 

Stock Option (Right to Buy)

 $4.53        (4) 05/19/2030

Common Stock, par value $.01

6,416 6,416D 

Stock Option (Right to Buy)

 $6.03        (4) 05/19/2030

Common Stock, par value $.01

6,416 6,416D 

Stock Option (Right to Buy)

 $12        (4) 05/19/2030

Common Stock, par value $.01

3,666 3,666D 

Explanation of Responses:
1.

These restricted stock units convert into common stock on a one-for-one basis. Upon vesting on 5/16/2023, Mr. New deferred the receipt of 22,075 shares of common stock and received instead 22,075 shares of phantom stock pursuant to the terms of the Eastman Kodak Company Deferred Compensation Plan for Directors (the "Plan"). As a result, Mr. New is reporting the disposition of 22,075 shares of common stock in exchange for an equal number of shares of phantom stock under the Plan.

2.

Each share of phantom stock represents a right to receive one share of common stock and becomes payable at the election of Mr. New in the year following the year of his separation from service as a director in either a single lump sum payment or in a maximum of ten annual installments.

3.

These restricted stock units, which convert into common stock on a one-for-one basis, were granted under the Company's 2013 Omnibus Incentive Plan, as amended, in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice, vest on the day immediately preceding the Company's 2024 annual meeting of shareholders.

4.

This option has fully vested as of the date of this report.



Signatures

/s/ Roger W. Byrd, Attorney-in-Fact for Jason Griffin New

05/18/2023
** Signature of Reporting PersonDate
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