| 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 |
| |||||||||||||||
| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol CORNING INC /NY [ GLW ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 05/16/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | 05/16/2022 | M | 9,809 | A | $0 | 18,401 | D | |||
| Common Stock | 05/16/2022 | M | 1,061 | A | $0 | 19,462 | D | |||
| Common Stock | 05/16/2022 | F | 5,550 | D | $35.2 | 13,912 | D | |||
| Common Stock | 55,800 | I | By Morse Family Trust(1) | |||||||
| 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 | (2) | 05/16/2022 | M | 9,809 | (3) | (3) | Common Stock | 9,809 | $0 | 9,809 | D | ||||
| Restricted Stock Unit | (4) | 05/16/2022 | M | 1,061 | (5) | (5) | Common Stock | 1,061 | $0 | 1,062 | D | ||||
| Restricted Stock Unit | (4) | (6) | (6) | Common Stock | 36,142 | 36,142 | D | ||||||||
| Performance Share Unit | (2) | (7) | (7) | Common Stock | 58,252 | 58,252 | D | ||||||||
| Restricted Stock Unit | (4) | (8) | (8) | Common Stock | 15,857 | 15,857 | D | ||||||||
| Performance Share Unit | (2) | (9) | (9) | Common Stock | 12,691 | 12,691 | D | ||||||||
| Restricted Stock Unit | (4) | (10) | (10) | Common Stock | 20,215 | 20,215 | D | ||||||||
| Explanation of Responses: |
| 1. The reporting person is trustee and beneficiary of the trust. |
| 2. Each Performance Share Unit represents a contingent right to receive one share of Corning Incorporated Common Stock. |
| 3. Performance Share Units were earned February 3, 2021 per Compensation Committee decision that performance criteria were satisfied for fiscal year 2020 pursuant to the 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. |
| 4. Each restricted stock unit represents a contingent right to receive one share of Corning Incorporated Common Stock. |
| 5. 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. |
| 6. 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. |
| 7. Earned performance share 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, 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. |
| 9. Earned performance share units remain restricted until April 15, 2024, when they vest and convert to GLW common stock, subject to service-based vesting requirement. |
| 10. The Restricted Stock Units vest 100% on April 15, 2025. Vested shares will be delivered to the reporting person within thirty (30) days after April 15, 2025. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to April 15, 2025. |
| Linda E. Jolly, Power of Attorney | 05/18/2022 | |
| ** 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
