Michael H Thaman Form 4 Owens Corning / MICHAEL H THAMAN ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

THAMAN MICHAEL H

(Last) (First) (Middle)

ONE OWENS CORNING PARKWAY

(Street)

TOLEDO OH 43659

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Owens Corning [ OC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
$.01 Par Value Common	12/05/2016		G		43,615	D	$0.00	693,650.67	D
$.01 Par Value Common	12/09/2016		M		104,310	A	$13.89	797,960.67	D
$.01 Par Value Common	12/09/2016		S		104,310	D	$55.87(1)	693,650.67	D
$.01 Par Value Common	12/12/2016		M		90,913	A	$13.89	784,563.67	D
$.01 Par Value Common	12/12/2016		S		90,913	D	$55.14(2)	693,650.67	D
$.01 Par Value Common	12/13/2016		M		31,177	A	$13.89	724,827.67	D
$.01 Par Value Common	12/13/2016		S		31,177	D	$55.3(3)	693,650.67	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Option (right to purchase)	$13.89	12/09/2016		M			104,310	02/04/2013	02/04/2019	$.01 Par Value Common	104,310	$0.00	122,090	D
Option (right to purchase)	$13.89	12/12/2016		M			90,913	02/04/2013	02/04/2019	$.01 Par Value Common	90,913	$0.00	31,177	D
Option (right to purchase)	$13.89	12/13/2016		M			31,177	02/04/2013	02/04/2019	$.01 Par Value Common	31,177	$0.00	0	D

Explanation of Responses:

1. The $55.87 price reported is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $55.49-$56.11, inclusive. The Reporting Person undertakes to provide to Owens Corning, any security holder of Owens Corning, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

2. The $55.14 price reported is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $54.82-$55.68, inclusive. The Reporting Person undertakes to provide to Owens Corning, any security holder of Owens Corning, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

3. The $55.30 price reported is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $55.03-$55.64, inclusive. The Reporting Person undertakes to provide to Owens Corning, any security holder of Owens Corning, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

Remarks:

	/s/ Raj B. Dave, Attorney-in-fact	12/13/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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