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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Convertible Preferred Stock | (1) (3) | 08/09/2011 | J(1) | 1,187.622 | (1) | (1) | Common Stock | 1,415,679 (1) | (1) | 0 | I | See Footnote (2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| RESURGENCE ASSET MANAGEMENT INTERNATIONAL LLC 1185 AVENUE OF THE AMERICAS, 18TH FL. NEW YORK, NY 10036 |
X | |||
| Resurgence Asset Management International, L.L.C. /s/ Martin D. Sass, as Chief Executive Officer of Resurgence Asset Management International, L.L.C. | 08/11/2011 | |
| **Signature of Reporting Person | Date |
| * | 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) | The shares of the Issuer's common stock beneficially owned by the Reporting Person, par value $.01 per share (the "Common Stock") and the shares of the Issuer's Series A Preferred Stock beneficially owned by the Reporting Person (the "Preferred Stock"), in each case as reported herein (collectively, the "Subject Securities"), were disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of June 22, 2011, by and among the Issuer, Eastman Chemical Company and Eastman TC, Inc. (the "Merger Agreement"). The effective date of the Merger Agreement was August 9, 2011. The Common Stock was disposed of in exchange for the right to receive the Common Stock Consideration (as defined in the Merger Agreement) and the Preferred Stock was disposed of in exchange for the right to receive the Preferred Stock Consideration (as defined in the Merger Agreement). |
| (2) | The Subject Securities were disposed of for the account of Corporate Resurgence, Ltd. Resurgence Asset Management International, L.L.C. ("RAMI") exercises voting and investment power over the Subject Securities solely in RAMI's capacity as the investment advisor of Corporate Resurgence, Ltd. Accordingly, RAMI may be deemed to share voting and investment power with Corporate Resurgence, Ltd. Mr. Martin D. Sass serves as Chairman and Chief Executive Officer of RAMI. RAMI and Mr. Sass disclaim beneficial ownership of the Subject Securities except to the extent of their respective pecuniary interests therein. |
| (3) | The Preferred Stock converts into the Common Stock on a one-for-one thousand basis. |