Form 4 PEREZ ANTONIO M For: Sep 28 (10K)

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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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^*

PEREZ ANTONIO M

(Last)

(First)

(Middle)

343 STATE STREET

(Street)

ROCHESTER

14650

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EASTMAN KODAK CO [EK]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/28/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								145,943 ⁽¹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option (right to buy)

$ 30.96

⁽²⁾

04/01/2013

common stock

500,000

Option (right to buy)

$ 24.49

⁽³⁾

11/18/2010

common stock

51,500

Option (right to buy)

$ 31.71

⁽³⁾

12/09/2011

Common Stock

90,130

Option (right to buy)

$ 26.47

⁽⁴⁾

05/31/2012

Common Stock

300,000

Option (right to buy) ⁽⁵⁾

$ 24.75

⁽⁴⁾

12/06/2012

Common Stock

135,000

Option (right to buy) ⁽⁵⁾

$ 25.88

⁽⁴⁾

12/11/2013

Common Stock

314,530

Option (right to buy) ⁽⁵⁾

$ 23.28

⁽⁴⁾

12/10/2014

Common Stock

397,460

Option (right to buy) ⁽⁵⁾

$ 7.41

⁽⁴⁾

12/08/2015

Common Stock

751,540

Stock Units

⁽⁶⁾

⁽⁷⁾

Common Stock

18,539.42

Stock Units

⁽⁶⁾

⁽⁷⁾

Common Stock

56,886.41

Stock Units ⁽⁸⁾

⁽⁶⁾

⁽⁷⁾

Common Stock

19,370.2903

Restricted Stock Units ⁽⁹⁾

⁽⁶⁾

12/31/2009⁽¹¹⁾

Common Stock

77,762.3605

Restricted Stock Units ⁽¹⁰⁾

⁽⁶⁾

12/31/2011⁽¹¹⁾

Common Stock

95,120

Restricted Stock Units

⁽⁶⁾

09/28/2009

1,048,370

⁽¹²⁾

Common Stock

1,048,370

$ 0

1,048,370

Explanation of Responses:

1. Some of these shares are restricted.

2. Employee stock option granted under the 1997 Stock Option Plan in a transaction exempt under Rule 16b-3. One-half of the options vest on the second anniversary of the date of grant; the balance vest on the fifth anniversary.

3. These options have vested.

4. These options vest one-third on each of the first three anniversaries of the date of grant.

5. Stock option granted under the 2005 Omnibus Long-Term Compensaton Plan.

6. These units convert on a one-to-one basis.

7. This date is not applicable to these units.

8. These units granted under the 2000 Omnibus Long-Term Compensation Plan; Leadership Stock Program, 2004-2005 cycle.

9. Theses units granted under the 2005 Omnibus Long-Term Compensation Plan; Leadership Stock 2007 cycle.

10. The effective date for these restricted stock units is January 1, 2009.

11. This is the date these restricted stock units will vest.

12. These units vest 50% on both the 3rd and 4th anniversary of the grant date.

	Patrick M. Sheller, as attorney-in-fact for Antonio M. Perez	09/30/2009
	** 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.

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