SEC Form 4 · accession 0000899243-15-003253
EASTMAN KODAK CO · KODK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Period of report
Aug 13, 2015
Accepted (ET)
Aug 17, 2015 · 4:56 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000031235
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4 | Aug 13, 2015 | S | 979,773 | $14.71 | D | 0 | D | |
| Common StockF1,F2,F3,F4 | Aug 13, 2015 | S | 979,773 | $14.71 | D | 191,428 | I | Notes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 125% WarrantsF1,F2,F3,F4 | $14.93 | Aug 13, 2015 | S | 33,628 | D | Sep 3, 2013 | Sep 3, 2018 | Common Stock | 33,628 | 0 | D |
| 135% WarrantsF1,F2,F3,F4 | $16.12 | Aug 13, 2015 | S | 33,628 | D | Sep 3, 2013 | Sep 3, 2018 | Common Stock | 33,628 | 0 | D |
| 125% WarrantsF1,F2,F3,F4 | $14.93 | Aug 13, 2015 | S | 33,628 | D | Sep 3, 2013 | Sep 3, 2018 | Common Stock | 33,628 | 6,570 | I |
| 135% WarrantsF1,F2,F3,F4 | $16.12 | Aug 13, 2015 | S | 33,628 | D | Sep 3, 2013 | Sep 3, 2018 | Common Stock | 33,628 | 6,570 | I |
Explanation of responses
- F1The filing of this Form 4 shall not be construed as an admission that BlueMountain Long/Short Credit GP, LLC ("BMLSC GP") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any of (i) the shares of Common Stock, par value $0.01 per share (the "Common Stock"), of Eastman Kodak Company (the "Issuer"), (ii) any warrants to purchase shares of Common Stock at an exercise price of $14.93 (the "125% Warrants") or (iii) any warrants to purchase shares of Common Stock at an exercise price of $16.12 (the "135% Warrants"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, BMLSC GP disclaims such beneficial ownership, except to the extent of its pecuniary interest.
- F2BlueMountain Capital Management, LLC ("BMCM") is the investment manager of BlueMountain Long/Short Credit Master Fund L.P. ("BMLSC"), and in that capacity directs the voting and disposition of securities held by BMLSC and receives an asset-based fee with respect to BMLSC's investment activities. BMLSC GP serves as the general partner of BMLSC and in that capacity receives a performance based allocation.
- F3On August 13, 2015, BMLSC sold 494,083 shares of Common Stock, 33,628 125% Warrants and 33,628 135% Warrants to BlueMountain Montenvers Master Fund SCA SICAV-SIF ("BMMMF") and 485,690 shares of Common Stock to BlueMountain Summit Trading L.P. ("Summit"), both of which are private funds for which BMCM also acts as investment manager. Such sale represented all of the Common Stock, 125% Warrants and 135% Warrants held by BMLSC. BMLSC GP, BlueMountain Summit Opportunities GP II, LLC, the general partner of Summit, and BlueMountain Montenvers Holdings, LLC, the holder of carry shares in BMMMF, are all wholly owned subsidiaries of BlueMountain GP Holdings, LLC ("GP Holdings"); accordingly the transaction described in this Form 4 had no effect on the pecuniary interest held by GP Holdings in the Common Stock, the 125% Warrants and the 135% Warrants.
- F4The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16(a)-3(j) under the Exchange Act.