SEC Form 4 · accession 0001209191-15-003758
EASTMAN KODAK CO · KODK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
GSO Special Situations Fund LP
10% Owner
GSO CAPITAL PARTNERS LP
10% Owner
Douglas I Ostrover
10% Owner
J Albert Smith III
10% Owner
Bennett J Goodman
10% Owner
GSO Credit-A Partners LP
10% Owner
GSO Credit-A Associates LLC
10% Owner
Period of report
Jul 1, 2014
Accepted (ET)
Jan 12, 2015 · 5:55 pm EST
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,F6,F11,F12,F13,F14 | Jul 1, 2014 | J | 12,537 | — | A | 3,133,277 | I | See Footnotes |
| Common StockF1,F3,F6,F11,F12,F13,F14 | Jul 1, 2014 | J | 11,674 | — | A | 2,947,760 | I | See Footnotes |
| Common StockF1,F4,F11,F12,F13,F14 | Jul 1, 2014 | J | 3,859 | — | A | 982,597 | I | See Footnotes |
| Common StockF1,F5,F11,F12,F13,F14 | Jul 1, 2014 | J | 4,843 | — | A | 1,221,904 | I | See Footnotes |
| Common StockF7,F10,F12,F13,F14 | holding | — | — | — | 48,006 | I | See Footnotes | |
| Common StockF8,F10,F12,F13,F14 | holding | — | — | — | 13,853 | I | See Footnotes | |
| Common StockF9,F10,F12,F13,F14 | holding | — | — | — | 1,846 | I | See Footnotes |
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,F6,F11,F12,F13,F14 | $14.93 | Jul 1, 2014 | J | 4,357 | A | Sep 3, 2013 | Sep 3, 2018 | Common Stock | 4,357 | 37,595 | I |
| 125% WarrantsF1,F3,F6,F11,F12,F13,F14 | $14.93 | Jul 1, 2014 | J | 4,057 | A | Sep 3, 2013 | Sep 3, 2018 | Common Stock | 4,057 | 35,008 | I |
| 125% WarrantsF1,F4,F11,F12,F13,F14 | $14.93 | Jul 1, 2014 | J | 1,341 | A | Sep 3, 2013 | Sep 3, 2018 | Common Stock | 1,341 | 11,572 | I |
| 125% WarrantsF1,F5,F11,F12,F13,F14 | $14.93 | Jul 1, 2014 | J | 1,682 | A | Sep 3, 2013 | Sep 3, 2018 | Common Stock | 1,682 | 14,520 | I |
| 135% WarrantsF1,F2,F6,F11,F12,F13,F14 | $16.12 | Jul 1, 2014 | J | 4,357 | A | Sep 3, 2013 | Sep 3, 2018 | Common Stock | 4,357 | 37,595 | I |
| 135% WarrantsF1,F3,F6,F11,F12,F13,F14 | $16.12 | Jul 1, 2014 | J | 4,057 | A | Sep 3, 2013 | Sep 3, 2018 | Common Stock | 4,057 | 35,008 | I |
| 135% WarrantsF1,F4,F11,F12,F13,F14 | $16.12 | Jul 1, 2014 | J | 1,341 | A | Sep 3, 2013 | Sep 3, 2018 | Common Stock | 1,341 | 11,572 | I |
| 135% WarrantsF1,F5,F11,F12,F13,F14 | $16.12 | Jul 1, 2014 | J | 1,682 | A | Sep 3, 2013 | Sep 3, 2018 | Common Stock | 1,682 | 14,520 | I |
Explanation of responses
- F1Pursuant to the First Amended Joint Plan of Reorganization of Eastman Kodak Company (the "Issuer"), holders of Class 4 General Unsecured Claims and Class 6 Retiree Settlement Unsecured Claims (together, "Allowed Unsecured Claims") with respect to Eastman Kodak Co. were issued Common Stock of the Issuer ("Common Stock") and warrants to purchase shares of Common Stock ("Warrants") in respect of a portion of such claims. GSO Special Situations Fund LP held a total of $45,710,491 in Allowed Unsecured Claims, GSO Special Situations Overseas Master Fund Ltd. held a total of $42,564,465 in Allowed Unsecured Claims, GSO Palmetto Opportunistic Investment Partners LP held a total of $14,070,050 in Allowed Unsecured Claims and GSO Credit-A Partners LP held a total of $17,654,994 in Allowed Unsecured Claims. The shares of Common Stock and Warrants that are the subject of this Form 4 represent a distribution in respect of such Allowed Unsecured Claims.
- F10FB Income Advisor, LLC and FSIC II Advisor, LLC are the investment managers of FS Investment Corporation and FS Investment Corporation II, respectively. FS Investment Corporation is the sole member of Locust Street Funding LLC. In addition, each of Michael C. Forman, David J. Adelman, Gerald F. Stahlecker and Zachary Klehr may be deemed to have shared investment control with respect to the shares of Common Stock held by the FS Funds.
- F11Blackstone Holdings I L.P. is the sole member of each of GSO Advisor Holdings L.L.C. and GSO Holdings I L.L.C. Blackstone Holdings I/II GP Inc. is the general partner of Blackstone Holdings I L.P. The Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/II GP Inc. Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P. Stephen A. Schwarzman is the founding member of Blackstone Group Management L.L.C. In addition, each of Bennett J. Goodman, J. Albert Smith III and Douglas I. Ostrover may be deemed to have shared investment control with respect to the securities held by the GSO Funds.
- F12Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.
- F13Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
- F14Each of the Reporting Persons (other than each of the GSO Funds and the FS Funds to the extent they directly hold securities of the Issuer), disclaims beneficial ownership of the securities held by each of the GSO Funds and the FS Funds, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than each of the GSO Funds and the FS Funds to the extent they directly hold securities of the Issuer) states that the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
- F2GSO Special Situations Fund LP directly holds these securities.
- F3GSO Special Situations Overseas Master Fund Ltd. directly holds these securities. GSO Special Situations Overseas Master Fund Ltd. is a wholly-owned subsidiary of GSO Special Situations Overseas Fund Ltd.
- F4GSO Palmetto Opportunistic Investment Partners LP directly holds these securities. GSO Palmetto Opportunistic Associates LLC is the general partner of GSO Palmetto Opportunistic Investment Partners LP. GSO Holdings I L.L.C. is the managing member of GSO Palmetto Opportunistic Associates LLC.
- F5GSO Credit-A Partners LP directly holds these securities (together with GSO Special Situations Fund LP, GSO Special Situations Overseas Master Fund Ltd. and GSO Palmetto Opportunistic Investment Partners LP, the "GSO Funds"). GSO Credit-A Associates LLC is the general partner of GSO Credit-A Partners LP. GSO Holdings I L.L.C. is the managing member of GSO Credit-A Associates LLC.
- F6GSO Capital Partners LP is the investment manager of each of GSO Special Situations Fund LP, GSO Special Situations Overseas Fund Ltd. and GSO Special Situations Overseas Master Fund Ltd. GSO Advisor Holdings L.L.C. is the general partner of GSO Capital Partners LP.
- F7FS Investment Corporation directly holds these shares of Common Stock.
- F8Locust Street Funding LLC directly holds these shares of Common Stock.
- F9FS Investment Corporation II directly holds these shares of Common Stock (together with FS Investment Corporation and Locust Street Funding LLC, the "FS Funds").