SEC Form 4 · accession 0000757011-18-000023
USG CORP · USG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew F Hilzinger
Officer — Executive Vice President
Period of report
Feb 14, 2018
Accepted (ET)
Feb 16, 2018 · 10:59 am 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 StockF1 | Feb 14, 2018 | M | 38,182 | $0.00 | A | 38,182 | D | |
| Common StockF2 | Feb 14, 2018 | F | 12,587 | $33.88 | D | 25,595 | D | |
| Common StockF3 | holding | — | — | — | 35,580 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Market Share UnitsF1 | — | Feb 14, 2018 | M | 28,708 | D | — | — | Common Stock | — | 0 | D |
| Market Share UnitsF4,F5 | — | Feb 14, 2018 | A | 32,873 | A | — | — | Common Stock | 32,873 | 32,873 | D |
Explanation of responses
- F1These Market Share Units were granted on February 11, 2015. The Board of Directors (the "Board") certified performance of these Market Share Units on February 14, 2018 and USG Corporation (the "Company") issued to the reporting person 1.33 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 2018.
- F2Shares withheld to satisfy tax withholding obligation with respect to Market Share Units that became earned.
- F3Shares are held by M&S Hilzinger Family, LP, a limited partnership of which the reporting person and his wife, through their ownership in M&S Hilzinger Family GP, LLC, are the sole general partners and of which the reporting person and his wife are the sole limited partners.
- 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, 2020.