FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)

1. Name and Address of Reporting Person * BURGESS MARK S   2. Issuer Name and Ticker or Trading Symbol EASTMAN KODAK CO [KODK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O EASTMAN KODAK COMPANY, 343 STATE STREET 3. Date of Earliest Transaction (Month/Day/Year) 01/01/2017 (Street) ROCHESTER, NY 14650 4. If Amendment, Date 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 (City) (State) (Zip) 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, par value $.01 01/01/2017   M   1,305 A $ 0 (1) 13,987 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

$ 0 (1)

01/01/2017

M

1,305 (1)

01/01/2017

01/01/2017

Common Stock, par value $.01

1,305

$ 0

1,306

D

Restricted Stock Units

$ 0 (1)

01/01/2017

D

1,306 (1)

01/01/2017

01/01/2017

Common Stock, par value $.01

1,306

$ 0

0

D

Phantom Stock

$ 0 (2)

01/01/2017

A

1,306

(2)

(2)

Common Stock, par value $.01

1,306

$ 0

3,914

D

Restricted Stock Units

$ 0 (3)

(3)

(3)

Common Stock, par value $.01

14,327

14,327

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BURGESS MARK S C/O EASTMAN KODAK COMPANY 343 STATE STREET ROCHESTER, NY 14650	X

Signatures

/s/ Sharon E. Underberg, Attorney-in-fact for Mark S. Burgess		01/04/2017
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These restricted stock units convert into common stock on a one-for-one basis. Upon vesting of 2,611 shares on 1/1/2017, Mr. Burgess deferred the receipt of 1,306 shares of common stock and received instead 1,306 shares of phantom stock pursuant to the terms of the Eastman Kodak Company Deferred Compensation Plan for Directors (the "Plan"). As a result, Mr. Burgess is reporting the disposition of 1,306 shares of common stock in exchange for an equal number of shares of phantom stock under the Plan.
(2)	Each share of phantom stock represents a right to receive one share of common stock and becomes payable at the election of Mr. Burgess in the year following the year of his separation from service as a director in either a single lump sum payment or in a maximum of ten annual installments.
(3)	These restricted stock units, which convert into common stock on a one-for-one basis, were granted under the Company's 2013 Omnibus Incentive Plan and, except as otherwise provided in the award notice, vest on 1/8/2017 (due to an administrative error, previously reported as 1/1/2017), subject to continuous service as a member of the board of directors.

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