Sec Form 13D Filing - GO EK Ventures IV LLC filing for EASTMAN KODAK CO (KODK) - 2021-04-06

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 1)

 

EASTMAN KODAK COMPANY
(Name of Issuer)

 

Common Stock, $0.01 par value

(Title of Class of Securities)

 

277461 40 6

(CUSIP Number)

 

Mr. Matthew Ray

c/o Grand Oaks Capital

7632 County Road 42

Victor, New York 14564

Telephone (585) 340-1200

(Name, Address and telephone Number of Person Authorized to Receive Notices and Communications)

 

March 30, 2021

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

1		Names of Reporting Persons   GO EK Ventures IV, LLC
2		Check the Appropriate Box if a Member of a Group* (A) ¨  (B)  ¨
3		SEC Use Only
4		Source of Funds       PF
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)    ¨
6		Citizenship or Place of Organization       Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				7		Sole Voting Power       10,054,513
				8		Shared Voting Power   0
				9		Sole Dispositive Power   10,054,513
				10		Shared Dispositive Power   0
11		Aggregate Amount Beneficially Owned by Reporting Person       10,054,513
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares    ¨
13		Percent of Class Represented by Amount in Row (11)       11.35%
14		Type of Reporting Person       OO

 

 

1		Names of Reporting Persons   B. Thomas Golisano
2		Check the Appropriate Box if a Member of a Group* (A) ¨  (B)  ¨
3		SEC Use Only
4		Source of Funds       PF
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)    ¨
6		Citizenship or Place of Organization       United States

 

Number of Shares Beneficially Owned by Each Reporting Person with		7		Sole Voting Power   10,054,513
		8		Shared Voting Power        0
		9		Sole Dispositive Power     10,054,513
		10		Shared Dispositive Power       0

 

11		Aggre gate Amount Beneficially Owned by Reporting Person      10,054,513
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares    ¨
13		Percent of Class Represented by Amount in Row (11)       11.35%
14		Type of Reporting Person      IN

 

 

This Amendment No. 1 amends the Statement on Schedule 13D filed by B. Thomas Golisano and GO EK Ventures IV, LLC, a Delaware limited liability company (collectively, the “Reporting Persons”) with the Securities and Exchange Commission (the “SEC”) on March 8, 2021 (the "Initial Statement" and, as amended to date with this Amendment No. 1, the “Statement"), which relates to the common stock, $0.01 par value per share (“Common Stock”), of Eastman Kodak Company, a New Jersey corporation (the “Issuer”).

 

Capitalized terms used herein and not otherwise defined have the meaning assigned to such terms in the Initial Statement. This Amendment No. 1 amends Item 4 and Item 5 of the Statement as set forth below and, accordingly, all other items or responses not described herein remain as previously reported in the Statement.

 

Item 4. Purpose of the Transaction.

 

Item 4 of the Schedule 13D is hereby amended by adding the following text as the penultimate full paragraph thereof:

 

On March 30, 2021, the Reporting Persons acquired 250,000 shares of the Issuer's Series C Preferred Stock. These securities were acquired at the second closing of the purchase transaction under that certain Series C Preferred Stock Purchase Agreement dated as of February 26, 2021, by and among GO EK Ventures IV, LLC and the Issuer, following satisfaction of the HSR Condition.

 

Item 5. Interest in Securities of the Issuer.

 

Items 5(a)-(c) of the Statement are hereby amended by deleting the existing text and inserting the following text in its place:

 

a)

The aggregate number of shares of Common Stock that may be deemed to be beneficially owned by the Reporting Persons are 10,054,513 shares, all of which shares are underlying Series C Preferred Stock, including 54,513 shares of Common Stock issuable upon conversion of 5,451 shares of Series C Preferred Stock issuable on April 15, 2021, as a dividend payable in kind. The 10,054,513 shares of Common Stock beneficially owned by the Reporting Persons represent approximately 11.35% of the total shares of Common Stock outstanding as of the date hereof. The percentage of outstanding shares of Common Stock beneficially owned by the Reporting Persons is based upon 78,503,476 shares issued and outstanding as of March 1, 2021, based on information reported in the Issuer's Annual Report on Form 10-K dated March 16, 2021.

 

 

b)

The Reporting Persons have the sole power to vote or to direct the vote of, and sole power to dispose or to direct the disposition of, 10,054,513 shares of Common Stock.

c)

Except as disclosed herein and in the Initial Statement filed on March 8, 2021, neither of the Reporting Persons have effected any transaction in the shares of Common Stock during the last 60 days.

 

[SIGNATURE PAGE FOLLOWS]

 

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief I certify that the information set forth in this statement is true, complete and correct.

 

Dated: March 31, 2021	/s/ B. Thomas Golisano
	B. Thomas Golisano
	Go EK Ventures IV LLC
Dated: March 31, 2021	By:	/s/ B. Thomas Golisano
		B. Thomas Golisano, Member