KLCP Co-Investment Opportunities III LP 4
4 · EASTMAN KODAK CO · Filed Mar 12, 2026
Research Summary
AI-generated summary of this filing
EASTMAN KODAK (KODK) — Kennedy Lewis Reclassifies 1,000,000 Preferred Shares
What Happened
- Kennedy Lewis Management LP (the Adviser, reported as a director/deputized director) recorded dispositions and simultaneous acquisitions on 2026-03-11 totaling 1,000,000 shares of Eastman Kodak 6.0% Series B Convertible Preferred Stock. The filing shows four disposals (D) and four corresponding acquisitions (A) of 746,620; 69,171; 5,730; and 178,479 preferred shares (aggregate = 1,000,000). All transactions are reported as derivative securities with no per-share price (N/A) — this reflects a redesignation/exchange under a Certificate of Amendment, not a cash sale or purchase.
Key Details
- Transaction date: March 11, 2026; Form 4 filed March 12, 2026 (filed promptly the next day).
- Amount involved: 1,000,000 shares of Preferred Stock reclassified (no cash exchanged; prices reported as N/A).
- Post-transaction ownership: These Preferred shares are held directly by Kennedy Lewis-affiliated funds (Master Fund III, KLIM Delta HQC3, EU SPV, and KLCP Co‑Invest). The Adviser and related entities disclaim direct beneficial ownership except to the extent of any pecuniary interest. The filing does not report a change in cash holdings of common stock.
- Notable terms from the Certificate of Amendment (footnotes): dividend rate increased to 6% (from 4%); conversion rate changed to 10 common shares per Preferred share (previously ~9.5238); certain redemption and conversion rights apply; Preferred shares have a $100 liquidation preference and mandatory redemption date of June 11, 2029.
- Beneficial ownership limit: Conversions are subject to a 4.99% beneficial ownership cap (Funds may adjust with 61 days’ notice).
- Filing status: Not marked late; this appears to be a technical reclassification tied to the charter amendment rather than open‑market insider buying or selling.
Context
- For retail investors: this filing documents a corporate securities redesignation (Preferred stock terms changed) recorded by Kennedy Lewis funds and their adviser. It is not a standard insider cash sale or purchase that signals personal trading intent. The filing mainly updates legal/structural terms (higher dividend, different conversion ratio) and records the exchange of old preferred shares for the newly designated preferred shares.
Insider Transaction Report
Form 4
EASTMAN KODAK COKODK
KENNEDY LEWIS MANAGEMENT LP
Director
Transactions
- Disposition to Issuer
4.0% Series B Convertible Preferred Stock
[F1][F2][F3][F4][F5][F6][F7]2026-03-11−746,620→ 0 total(indirect: See Footnotes)→ Common Stock (7,110,659 underlying) - Disposition to Issuer
4.0% Series B Convertible Preferred Stock
[F1][F2][F3][F4][F5][F6][F8]2026-03-11−69,171→ 0 total(indirect: See Footnotes)→ Common Stock (658,770 underlying) - Disposition to Issuer
4.0% Series B Convertible Preferred Stock
[F1][F2][F3][F4][F5][F6][F9]2026-03-11−5,730→ 0 total(indirect: See Footnotes)→ Common Stock (54,571 underlying) - Disposition to Issuer
4.0% Series B Convertible Preferred Stock
[F1][F2][F3][F4][F5][F6][F10]2026-03-11−178,479→ 0 total(indirect: See Footnotes)→ Common Stock (1,699,798 underlying) - Award
6.0% Series B Convertible Preferred Stock
[F1][F2][F3][F4][F5][F6][F7]2026-03-11+746,620→ 746,620 total(indirect: See Footnotes)→ Common Stock (7,466,200 underlying) - Award
6.0% Series B Convertible Preferred Stock
[F1][F2][F3][F4][F5][F6][F8]2026-03-11+69,171→ 69,171 total(indirect: See Footnotes)→ Common Stock (691,710 underlying) - Award
6.0% Series B Convertible Preferred Stock
[F1][F2][F3][F4][F5][F6][F9]2026-03-11+5,730→ 5,730 total(indirect: See Footnotes)→ Common Stock (57,300 underlying) - Award
6.0% Series B Convertible Preferred Stock
[F1][F2][F3][F4][F5][F6][F10]2026-03-11+178,479→ 178,479 total(indirect: See Footnotes)→ Common Stock (1,784,790 underlying)
Footnotes (10)
- [F1]On March 11, 2026, the Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Eastman Kodak Company (the "Certificate of Amendment") went into effect. Pursuant to the Certificate of Amendment, the 4.0% Series B Convertible Preferred Stock ("4% Preferred Stock") of Eastman Kodak Company (the "Issuer") was redesignated as 6.0% Series B Convertible Preferred Stock ("Preferred Stock"). In addition, pursuant to the Certificate of Amendment, the dividend rate for the shares of preferred stock was increased to 6% from 4%; the conversion rate was changed to 10 shares of common stock per share of Preferred Stock versus 9.5238 shares of common stock per share of 4% Preferred Stock, subject to antidilution adjustments; and the Certificate of Amendment includes certain redemption rights, certain conversion rights for the Issuer and other changes to the terms of such shares of preferred stock as detailed in the Certificate of Amendment.
- [F10]These shares of Preferred Stock of the Issuer are held directly by KLCP Co-Investment Opportunities III LP ("KLCP Co-Invest"). Fund III GP is the general partner of KLCP Co-Invest. Holdings II is the managing member of Fund III GP. Holdings II is controlled by its Board of Managers. David Chene and Darren Richman are the effective control persons of Holdings II. Each of Fund III GP, Holdings II, Mr. Chene, and Mr. Richman may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities of the Issuer held by KLCP Co-Invest due to their relationship with KLCP Co-Invest.
- [F2](Continued from footnote 1) The shares of 4% Preferred Stock were previously reported as purchased by Kennedy Lewis Capital Partners Master Fund III LP, KLIM Delta HQC3 LP, Kennedy Lewis (EU) SPV LP, and KLCP Co-Investment Opportunities III LP (each a "Fund", and together, the "Funds"). The shares of Preferred Stock have a liquidation preference of $100 per share.
- [F3]Pursuant to agreements among Kennedy Lewis Management LP (the "Adviser"), the Funds, and the Issuer, the Issuer would not effect any conversion of shares of 4% Preferred Stock and will not effect any conversion of shares of Preferred Stock held by a Fund if after giving effect to such conversion a Fund, together with its affiliates and any members of a Section 13(d) group with a Fund or its affiliates, would beneficially own in excess of 4.99% of the number of shares of common stock then outstanding (the "Beneficial Ownership Limitation"). The Funds, upon not less than 61-days' prior written notice to the Issuer, may increase or decrease such Beneficial Ownership Limitation.
- [F4]The shares of 4.0% Preferred Stock were convertible and the shares of Preferred Stock are convertible into common stock of the Issuer at any time at the option of the holder, subject to the Beneficial Ownership Limitation described in footnote (3) above. The shares of Preferred Stock are subject to mandatory redemption by the Issuer on June 11, 2029, at a redemption price equal to the liquidation preference for such shares plus accrued, accumulated and unpaid dividends.
- [F5]The Adviser acts as investment adviser to the Funds. KLM GP LLC ("KLM") is the general partner of the Adviser. Kennedy Lewis Investment Management LLC ("Kennedy Lewis") is the sole owner and control person of KLM. Kennedy Lewis is controlled by its Board of Managers. David Chene and Darren Richman are the effective control persons of Kennedy Lewis. Each of the Adviser, KLM and Kennedy Lewis may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities of the Issuer held by each of the Funds due to their relationship with the Funds.
- [F6]For purposes of Section 16 of the Securities Exchange Act of 1934, each of the Adviser, KLM, Kennedy Lewis, Kennedy Lewis GP III LLC ("Fund III GP"), Kennedy Lewis Investment Holdings II LLC ("Holdings II"), David Chene, and Darren Richman disclaims beneficial ownership of the securities of the Issuer held directly by the Funds except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any of the Adviser, KLM, Kennedy Lewis, Fund III GP, Holdings II, David Chene or Darren Richman is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
- [F7]These shares of Preferred Stock of the Issuer are held directly by Kennedy Lewis Capital Partners Master Fund III LP ("Master Fund III"). Fund III GP is the general partner of Master Fund III. Holdings II is the managing member of Fund III GP. Holdings II is controlled by its Board of Managers. David Chene and Darren Richman are the effective control persons of Holdings II. Each of Fund III GP, Holdings II, Mr. Chene, and Mr. Richman may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities of the Issuer held by Master Fund III due to their relationship with Master Fund III.
- [F8]These shares of Preferred Stock of the Issuer are held directly by KLIM Delta HQC3 LP ("KLIM Delta"). Fund III GP is the general partner of KLIM Delta. Holdings II is the managing member of Fund III GP. Holdings II is controlled by its Board of Managers. David Chene and Darren Richman are the effective control persons of Holdings II. Each of Fund III GP, Holdings II, Mr. Chene, and Mr. Richman may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities of the Issuer held by KLIM Delta due to their relationship with KLIM Delta.
- [F9]These shares of Preferred Stock of the Issuer are held directly by Kennedy Lewis (EU) SPV LP ("EU SPV"). Fund III GP is the general partner of EU SPV. Holdings II is the managing member of Fund III GP. Holdings II is controlled by its Board of Managers. David Chene and Darren Richman are the effective control persons of Holdings II. Each of Fund III GP, Holdings II, Mr. Chene, and Mr. Richman may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities of the Issuer held by EU SPV due to their relationship with EU SPV.