SEC Form 4 · accession 0000757011-17-000019
USG CORP · USG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian J Cook
Officer — Executive Vice President
Period of report
Feb 8, 2017
Accepted (ET)
Feb 10, 2017 · 12:03 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 | Jun 7, 2016 | G | 500 | $0.00 | D | 122,216 | D | |
| Common Stock | Dec 7, 2016 | G | 3,550 | $0.00 | D | 118,666 | D | |
| Common StockF1 | Feb 8, 2017 | A | 7,500 | $0.00 | A | 126,166 | D | |
| Common StockF2 | Feb 8, 2017 | M | 8,518 | $0.00 | A | 134,684 | D | |
| Common StockF3 | Feb 8, 2017 | F | 2,782 | $31.49 | D | 131,902 | 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 8, 2017 | M | 9,680 | D | — | — | Common Stock | — | 0 | D |
| Market Share UnitsF4,F5 | — | Feb 8, 2017 | A | 12,898 | A | — | — | Common Stock | 12,898 | 12,898 | D |
Explanation of responses
- F1Restricted stock units that vest on the earlier of (a) the third anniversary of the date of grant, or (b) retirement (provided that retirement is no earlier than the first anniversary of the date of the grant). Each unit represents the right to receive one share of common stock.
- F2These Market Share Units were granted on February 12, 2014. The Board of Directors (the "Board") certified performance of these Market Share Units on February 8, 2017 and USG Corporation (the "Company") issued to the reporting person .88 shares of the Company's common stock for the Market Share Units originally granted, based on the closing prices of shares of the Company's common stock on the New York Stock Exchange for the first fifteen trading days in January 2017.
- 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 the performance period 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, 2019.