SEC Form 4 · accession 0001209191-15-034057
EASTMAN KODAK CO · KODK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
BlueMountain Capital Management, LLC
10% Owner
Period of report
Apr 14, 2015
Accepted (ET)
Apr 14, 2015 · 5:29 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,F3,F4 | Apr 14, 2015 | S | 171,471 | $20.56 | D | 0 | D | |
| Common StockF1,F2,F3,F4 | Apr 14, 2015 | S | 171,471 | $20.56 | D | 7,449,406 | I | 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,F3,F4 | $14.93 | Apr 14, 2015 | S | 5,884 | D | Sep 3, 2013 | Sep 3, 2018 | Common Stock | 5,884 | 0 | D |
| 135% WarrantsF1,F3,F4 | $16.12 | Apr 14, 2015 | S | 5,884 | D | Sep 3, 2013 | Sep 3, 2018 | Common Stock | 5,884 | 0 | D |
| 125% WarrantsF1,F2,F3,F4 | $14.93 | Apr 14, 2015 | S | 5,884 | D | Sep 3, 2013 | Sep 3, 2018 | Common Stock | 5,884 | 255,679 | I |
| 135% WarrantsF1,F2,F3,F4 | $16.12 | Apr 14, 2015 | S | 5,884 | D | Sep 3, 2013 | Sep 3, 2018 | Common Stock | 5,884 | 255,679 | I |
Explanation of responses
- F1The filing of this Form 4 shall not be construed as an admission that BlueMountain Capital Management, LLC ("BMCM") 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, BMCM disclaims such beneficial ownership, except to the extent of its pecuniary interest.
- F2BMCM is the investment manager of BlueMountain Long/Short Credit & Distressed Reflection Fund, a sub fund of AAI BlueMountain Fund plc ("AAI"), and in that capacity directs the voting and disposition of securities held by AAI and receives an asset-based and performance-based fee with respect to AAI's investment activities.
- F3On April 14, 2015, AAI disposed of 171,471 shares of Common Stock, 5,884 125% Warrants and 5,884 135% Warrants, representing all of the Common Stock, 125% Warrants and 135% Warrants held by AAI. All such securities were issued to AAI pursuant to the Issuer's First Amended Joint Plan of Reorganization (the "Plan"). Under the Plan, holders of Class 4 General Unsecured Claims and Class 6 Retiree Settlement Unsecured Claims such as AAI were issued Common Stock, 125% Warrants and 135% Warrants in respect of such claims.
- F4The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16(a)-3(j) under the Exchange Act.