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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Schwarzfeld Karl C/O RESURGENCE ASSET MANAGEMENT LLC, 1185 AVENUE OF THE AMERICAS, 18TH FL. NEW YORK, NY 10036 |
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| /s/ Karl Schwarzfeld | 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). |
| Remarks: Mr. Karl Schwarzfeld serves as Vice President of Resurgence Asset Management, L.L.C. ("RAM"), Resurgence Asset Management International, L.L.C. ("RAMI"), and Re/Enterprise Asset Management, L.L.C. ("REAM"). RAM exercises voting and investment power over certain of the Issuer's securities solely in RAM's capacity as the general partner and/or sole investment advisor of Corporate Resurgence Partners, L.L.C., Corporate Resurgence Partners II, L.L.C., and M.D. Sass Corporate Resurgence Partners III, L.P. RAMI exercises voting and investment power over certain of the Issuer's securities solely in RAMI's capacity as the sole special shareholder of and sole investment advisor of M.D. Sass Corporate Resurgence Partners International, Ltd. REAM exercises voting and investment power over the Issuer's securities (a) as the sole investment advisor to two employee pension plans and the M.D. Sass Associates, Inc. Employee Retirement Plan and (b) as general partner and sole investment advisor of M.D. Sass Re/Enterprise Portfolio Company, L.P. and M.D. Sass Re/Enterprise II, L.P. In addition, M.D. Sass Investors Services, Inc., Resurgence Asset Management, L.L.C. Employment Retirement Plan and certain funds which have invested side-by-side with funds managed by RAM and RAMI beneficially own additional shares of the Issuer's common stock (the "Other Securities"). All such securities of the Issuer beneficially owned by, or deemed to be beneficially owned by, RAM, RAMI, REAM, and the Other Securities, have been 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. Mr. Schwarzfeld disclaims any beneficial ownership of or pecuniary interest in all such securities and interest, if any, in RAM, RAMI, REAM and the entities owning the Other Securities. | |