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
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3235-0287 |
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0.5 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
EASTMAN KODAK CO
[ EK ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
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10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year)
12/07/2009
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
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| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Stock |
12/07/2009 |
|
A |
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16,670
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A |
$4.52
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16,670
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D |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
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Option (right to buy)
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$4.52
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12/07/2009 |
|
A |
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18,180 |
|
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12/06/2016 |
Common Stock |
18,180 |
$4.52
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18,180 |
D |
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| Explanation of Responses: |
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| Remarks: |
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Patrick M. Sheller, as attorney-in-fact for Herald Chen |
12/09/2009 |
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** 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. |
POWER OF ATTORNEY
NOTICE TO PRINCIPALS IN THE STATE OF NEW YORK Required Pursuant To
Section 5-1501B of the New York General Obligations Law
Subd.1(d)(1).
CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important
document. As the "principal," you give the person whom you choose
(your "agent") authority to spend your money and sell or dispose
of your property during your lifetime without telling you. You do
not lose your authority to act even though you have given your
agent similar authority.
When your agent exercises this authority, he or she must act
according to any instructions you have provided or, where there
are no specific instructions, in your best interest. "Important
Information for the Agent" at the end of this document describes
your agent's responsibilities.
Your agent can act on your behalf only after signing the Power
of Attorney before a notary public.
You can request information from your agent at any time. If you
are revoking a prior Power of Attorney by executing this Power of
Attorney, you should provide written notice of the revocation to
your prior agent(s) and to the financial institutions where your
accounts are located.
You can revoke or terminate your Power of Attorney at any time
for any reason as long as you are of sound mind. If you are no
longer of sound mind, a court can remove an agent for acting
improperly.
Your agent cannot make health care decisions for you. You may
execute a "Health Care Proxy" to do this.
The law governing Powers of Attorney is contained in the New
York General Obligations Law, Article 5, Title 15. This law is
available at a law library, or online through the New York State
Senate or Assembly websites, www.senate.state.ny.us or
www.assembly.state.ny.us.
If there is anything about this document that you do not
understand, you should ask a lawyer of your own choosing to
explain it to you.
The undersigned, Herald Y. Chen, hereby appoints each of
Patrick M. Sheller, Susan M. Wylie and Joyce P. Haag, each with
full power to act separately and individually, his/her agent and
attorney-in-fact to:
(1)execute for the undersigned, in respect of the
undersigned's obligations in his/her capacity as a
Director of Eastman Kodak Company (the "Company"), Forms
3, 4, and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder;
(2) execute for the undersigned, in respect of the
undersigned's obligations in his/her capacity as a
Director of the Company, Form 144 in accordance with the
Securities Exchange Act of 1934 and the rules thereunder;
(3) perform any and all acts for the undersigned which may
be necessary or desirable to complete and execute any
such Form 3, 4 or 5, or Form 144 and file such form with
the United States Securities and Exchange Commission and
any stock exchange or similar authority for and on behalf
of the undersigned upon receipt by the agent of
information from or about the undersigned requiring such
filing; and
(4)take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of
such agent, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such agent on
behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such
terms and conditions as such agent may approve in his or
her discretion.
The undersigned hereby grants to his agent full power and
authority to do anything that is necessary or desirable in the
exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as the undersigned could do if
personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such agent, or such
agent's substitute or substitutes, shall lawfully do or cause to
be done by virtue of this Power of Attorney and the rights and
powers herein granted. The undersigned acknowledges that the
foregoing agent, in serving in such capacity at the request of the
undersigned, is not assuming, nor is the Company assuming, any of
the undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934 and Section 5 of the
Securities Act of 1933.
This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4 and
5 and Form 144 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the
foregoing agent.
This Power of Attorney shall be "durable" and shall survive
the incapacitation of the undersigned and until actual notice is
received by the agents named herein of the undersigned's death.
The execution of this Power of Attorney does not revoke any
other power of attorney previously executed by the undersigned.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 1st day of October,
2009.
/s/Herald Y. Chen
State of California
County of San Mateo
On the 1st day of October in the year 2009 before me,
Emily R. Santos, Notary Public
undersigned, personally appearedAdam Herbert Clammer,
personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is
subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her capacity, and that by his/her
signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument.
Commission - 1626351
exp. December 3, 2009
