McRae Lawrence D Form 4 CORNING / Lawrence D McRae 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^*

McRae Lawrence D

(Last) (First) (Middle)

ONE RIVERFRONT PLAZA

(Street)

CORNING NY 14831

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CORNING INC /NY [ GLW ]

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

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Retired Vice Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/07/2024

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
Common Stock	02/07/2024		M		200	A	$0(1)	213,525	D
Common Stock	02/07/2024		M		192	A	$0(1)	213,717	D
Common Stock	02/07/2024		M		266	A	$0(1)	213,983	D
Common Stock	02/07/2024		F		658	D	$31.79	213,325	D
Common Stock	02/07/2024		M		3,017	A	$0(1)	216,342	D
Common Stock	02/07/2024		F		1,088	D	$31.79	215,254(2)	D
Common Stock								1,045(3)	I	Held by Spouse(4)

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
Performance Share Unit	(1)	02/07/2024		A		5,624		(5)	(5)	Common Stock	5,624	$0	5,624	D
Performance Share Unit	(1)	02/07/2024		A		3,017		(6)	(6)	Common Stock	3,017	$0	3,017	D
Performance Share Unit	(1)	02/07/2024		A		5,406		(7)	(7)	Common Stock	5,406	$0	9,968	D
Performance Share Unit	(1)	02/07/2024		A		7,481		(8)	(8)	Common Stock	7,481	$0	24,720	D
Performance Share Unit	(1)	02/07/2024		M			200	(9)	(9)	Common Stock	200	$0	5,424	D
Performance Share Unit	(1)	02/07/2024		M			192	(10)	(10)	Common Stock	192	$0	9,776	D
Performance Share Unit	(1)	02/07/2024		M			266	(11)	(11)	Common Stock	266	$0	24,454	D
Performance Share Unit	(1)	02/07/2024		M			3,017	(12)	(12)	Common Stock	3,017	$0	0	D

Explanation of Responses:

1. Each performance share unit represents a contingent right to receive one share of Corning Incorporated common stock.

2. Includes 7,800 shares previously held indirectly in a unitized stock fund through the issuer's 401(k) plan.

3. 1,045 shares previously held indirectly by Spouse in a unitized stock fund through the issuer's 401(k) plan.

4. The reporting person disclaims beneficial ownership of all securities held by spouse.

5. Performance share units (PSUs) were earned February 7, 2024 per Compensation Committee decision that performance criteria were satisfied for fiscal year 2023 pursuant to the 2023 agreement. Earned PSUs remain restricted until April 15, 2026, when they vest and convert to common stock, subject to service-based vesting requirement.

6. Performance share units (PSUs) were earned February 7, 2024 per Compensation Committee decision that performance criteria were satisfied for fiscal year 2023 pursuant to the 2023 agreement.

7. Performance share units (PSUs) were earned February 7, 2024 per Compensation Committee decision that performance criteria were satisfied for fiscal year 2023 pursuant to the 2022 agreement. Earned PSUs remain restricted until April 15, 2025, when they vest and convert to common stock, subject to service-based vesting requirement.

8. Performance share units (PSUs) were earned February 7, 2024 per Compensation Committee decision that performance criteria were satisfied for fiscal year 2023 pursuant to the 2021 agreement. Earned PSUs remain restricted until April 15, 2024, when they vest and convert to common stock, subject to service-based vesting requirement.

9. Vesting to satisfy tax requirement pursuant to the 2023 agreement.

10. Vesting to satisfy tax requirement pursuant to the 2022 agreement.

11. Vesting to satisfy tax requirement pursuant to the 2021 agreement.

12. The performance share units vested 100% on February 7, 2024.

	Linda E. Jolly, Power of Attorney	02/08/2024
	** Signature of Reporting Person	Date
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