Statement of Changes in Beneficial Ownership (4)
May 19 2021 - 4:25PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
WEEKS WENDELL P |
2. Issuer Name and Ticker or Trading Symbol
CORNING INC /NY
[
GLW
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman and CEO |
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(Last)
(First)
(Middle)
ONE RIVERFRONT PLAZA |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/17/2021 |
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(Street)
CORNING, NY 14831
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 5/17/2021 | | M | | 2902 | A | $0 | 45637 | D | |
| Common Stock | 5/17/2021 | | M | | 37705 | A | $0 | 83342 | D | |
| Common Stock | 5/17/2021 | | F | | 19887 | D | $44.19 | 63455 | D | |
| Common Stock | | | | | | | | 726847 | I | By Trust |
| Common Stock | | | | | | | | 6372.1524 | I | Held By Wife - Emp. Ben. Plan (1) |
| Common Stock | | | | | | | | 9200 | I | Held By Wife - In Trust (2) |
| Common Stock | | | | | | | | 10502.0657 | I | Trustee U/employee Benefit Plan |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Restricted Stock Unit | (3) | 5/17/2021 | | M | | | 2902 | (4) | (4) | Common Stock | 2902 | $0 | 5803 | D | |
| Performance Share Unit | (5) | 5/17/2021 | | M | | | 37705 | (6) | (6) | Common Stock | 37705 | $0 | 75410 | D | |
| Performance Share Unit | (5) | | | | | | | (7) | (7) | Common Stock | 120384 | | 120384 | D | |
| Restricted Stock Unit | (3) | | | | | | | (8) | (8) | Common Stock | 69052 | | 69052 | D | |
| Restricted Stock Unit | (3) | | | | | | | (9) | (9) | Common Stock | 147612 | | 147612 | D | |
| Restricted Stock Unit | (3) | | | | | | | (10) | (10) | Common Stock | 79450 | | 79450 | D | |
| Explanation of Responses: |
| (1) | The Reporting Person disclaims beneficial ownership of all securities held by spouse. |
| (2) | The Reporting Person disclaims beneficial ownership of all securities held by wife. |
| (3) | Each restricted stock unit represents a contingent right to receive one share of Corning Incorporated Common Stock. |
| (4) | The restricted stock units will vest ratably over three years from grant date. Vested shares will be delivered to the reporting person within sixty (60) days after vesting. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to the vesting dates. |
| (5) | Each Performance Share Unit represents a contingent right to receive one share of GLW common stock. |
| (6) | Performance Share Units were earned February 3, 2021 per Compensation Committee decision that performance criteria were satisfied for fiscal year 2020 pursuant to the May 2020 agreement. Earned units remain restricted until vesting. The earned units will vest ratably over 3 years from the grant date and convert to GLW common stock, subject to service-based vesting requirement. |
| (7) | Performance Share Units were earned February 3, 2021 per Compensation Committee decision that performance criteria were satisfied for fiscal year 2020 pursuant to the April 2020 agreement. Earned units remain restricted until April 14, 2023, when they vest and convert to GLW common stock, subject to service-based vesting requirement. |
| (8) | The Restricted Stock Units vest 100% on April 15, 2022. Vested shares will be delivered to the reporting person within thirty (30) days after April 15, 2022. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to April 15, 2022. |
| (9) | The Restricted Stock Units vest 100% on April 14, 2023. Vested shares will be delivered to the reporting person within thirty (30) days after April 14, 2023. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to April 14, 2023. |
| (10) | The Restricted Stock Units vest 100% on April 15, 2024. Vested shares will be delivered to the reporting person within thirty (30) days after April 15, 2024. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to April 15, 2024. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
WEEKS WENDELL P
ONE RIVERFRONT PLAZA
CORNING, NY 14831 | X |
| Chairman and CEO |
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Signatures
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| Linda E. Jolly, Power of Attorney | | 5/19/2021 |
| **Signature of Reporting Person | Date |
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