SEC Form 4 · accession 0000757011-15-000056
USG CORP · USG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James S Metcalf
Officer — Chairman, President and CEO · Director
Period of report
Feb 11, 2015
Accepted (ET)
Feb 13, 2015 · 5:25 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000757011
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 11, 2015 | A | 90,980 | $0.00 | A | 307,958 | D | |
| Common StockF1 | Feb 11, 2015 | F | 41,578 | $27.74 | D | 266,380 | D | |
| Common StockF2 | Feb 11, 2015 | M | 34,490 | $0.00 | A | 300,870 | D | |
| Common StockF3 | Feb 11, 2015 | F | 15,763 | $27.74 | D | 285,107 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Market Share UnitsF2 | — | Feb 11, 2015 | M | 37,776 | D | — | — | Common Stock | — | 37,776 | D |
| Market Share UnitsF4,F5 | — | Feb 11, 2015 | A | 119,617 | A | — | — | Common Stock | 119,617 | 119,617 | D |
Explanation of responses
- F1Shares withheld to satisfy tax withholding obligation with respect to performance shares that became earned.
- F2These Market Share Units were granted on February 13, 2013. The Board of Directors (the "Board") certified performance of half of the Market Share Units on February 11, 2015 and USG Corporation (the "Company") issued to the reporting person .913 Common Shares of the Company for each half of the Market Share Units originally granted, based on the closing prices of Common Shares of the Company on the New York Stock Exchange for each trading day in December 2014.
- F3Shares withheld to satisfy tax withholding obligation with respect to Market Share Units that became earned.
- F4Each Market Share Unit represents the right to receive one share of common stock assuming certain market price targets are achieved. The Market Share Units vesting and the actual number of shares received are contingent on the Company's common stock achieving certain pre-defined market price levels during pre-determined intervals and continued employment.
- F5Generally, the Market Share Units will be earned, if at all, once the Board certifies that pre-determined market price targets of the Company's common stock are attained, provided that the reporting person remains continuously employed by the Company or a subsidiary through December 31, 2017.