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Form 3 EASTMAN CHEMICAL CO For: Jul 01 Filed by: WARMACK DAMON CARY

July 7, 2016 10:14 AM EDT
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
WARMACK DAMON CARY

(Last) (First) (Middle)
200 S. WILCOX DRIVE

(Street)
KINGSPORT TN 37660

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2016
3. Issuer Name and Ticker or Trading Symbol
EASTMAN CHEMICAL CO [ EMN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior Vice President
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) 02/26/2017 (1) 02/25/2026 Common Stock 5,909 65.16 D  
Employee Stock Option (right to buy) 02/27/2016 (2) 02/26/2025 Common Stock 4,267 74.46 D  
Employee Stock Option (right to buy) 02/28/2015 (3) 02/27/2024 Common Stock 2,408 87.43 D  
Employee Stock Option (right to buy) 02/28/2016 02/27/2023 Common Stock 3,362 69.73 D  
Employee Stock Option (right to buy) 11/01/2014 10/31/2021 Common Stock 2,067 38.3 D  
Phantom Stock Units   (4)   (4) Common Stock 4,873 (4) D  
Restricted Stock Units   (5)   (5) Common Stock 5,271 (5) D  
Explanation of Responses:
1. One third of option becomes exercisable on each of February 26, 2017, February 26, 2018 and February 26, 2019.
2. One third of option became exercisable on February 27, 2016 and one third of option becomes exercisable on each of February 27, 2017 and February 27, 2018.
3. One third of option became exercisable on each of February 28, 2015 and February 28, 2016 and one third of option becomes exercisable on February 28, 2017.
4. Phantom Stock Units credited under the Executive Deferred Compensation Plan, each having a value equal to one share of issuer common stock and payable only in cash and, subject to certain accelaration and early withdrawal provisions, after termination of employment.
5. Vest as to two-thirds of the underlying shares on 10/20/2016 and as to one-third of the underlying shares on 10/20/2017. Each restricted stock unit represents a contingent right to receive one share of issuer common stock subject to continued employment.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Brian L. Henry by Power of Attorney 07/07/2016
** 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.
Exhibit 24

                                POWER OF ATTORNEY

        Know all by these presents that the undersigned hereby constitutes and
appoints each of David A. Golden and Brian L. Henry, signing singly, the
undersigned's true and lawful attorney-in-fact to:

        (1)     execute for and on behalf of the undersigned, in the
undersigned's capacity as an executive officer and/or director of Eastman
Chemical Company (the "Company"), Forms 3, 4, and 5 in accordance with Section
16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

        (2)     do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4, or 5 and timely file such form with the United States Securities and
Exchange Commission and any stock exchange or similar authority; and

        (3)     take any other action of any type whatsoever in connection with
preparation and filing of disclosure and reports related to ownership and
acquisitions or dispositions of Company securities, including Forms 144
reporting planned sales of Company securities, which, in the opinion of such
attorney-in-fact, may be of benefit to, and in the best interest of, or legally
required by, the undersigned.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 or Rule 144 of the
Securities Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 21st day of June 2016.

                                                /s/ Damon C. Warmack
                                        ----------------------------------------
                                                Damon C. Warmack


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