SEC Form 4 · accession 0000757011-19-000021
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 13, 2019
Accepted (ET)
Feb 14, 2019 · 1:17 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 StockF1,F2 | Feb 13, 2019 | A | 3,922 | $0.00 | A | 57,334 | D | |
| Common StockF3 | Feb 13, 2019 | F | 1,150 | $43.17 | D | 56,184 | D | |
| Common StockF1,F4 | Feb 13, 2019 | M | 8,018 | $0.00 | A | 64,202 | D | |
| Common StockF5 | Feb 13, 2019 | F | 2,432 | $43.17 | D | 61,770 | D | |
| Common StockF6 | holding | — | — | — | 36,175 | 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,F4 | — | Feb 13, 2019 | M | 5,345 | D | — | — | Common Stock | — | 0 | D |
Explanation of responses
- F1As previously disclosed, on November 8, 2018, the Board of Directors (the "Board") of USG Corporation (the "Company") approved the acceleration of the vesting of 90% of the Market Share Units and Performance Shares granted to the reporting person in 2016, as determined based on achievement of specified performance metrics, that were otherwise scheduled to vest between January 1, 2019 and March 30, 2019. Such accelerated Market Share Units and Performance Shares vested on December 26, 2018. The Board approved the accelerated vesting of such grants in order to mitigate the potential impact of Section 280G of the Internal Revenue Code of 1986, as amended, on the Company and the reporting person in connection with the pending merger of an indirect wholly-owned subsidiary of Gebr. Knauf KG with and into the Company. The transactions reported in this Form 4 represent the vesting of the remaining 10% of the Market Share Units and Performance Shares granted to the reporting person in 2016.
- F2These Performance Shares were granted on February 10, 2016. The Board certified performance of these Performance Shares on February 13, 2019.
- F3Shares withheld to satisfy tax withholding obligation with respect to Performance Shares that became earned.
- F4These Market Share Units were granted on February 10, 2016. The Board certified performance of these Market Share Units on February 13, 2019 and the Company issued to the reporting person 1.5 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 2019.
- F5Shares withheld to satisfy tax withholding obligation with respect to Market Share Units that became earned.
- F6Shares 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.