Corning (GLW) Form 4 CORNING / Avery H Nelson III 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^*

Nelson Avery H III

(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
X	Officer (give title below)	Other (specify below)
Sr VP & GM, Automotive & Solar

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2023

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	04/27/2023		M		442	A	$0	38,806	D
Common Stock	04/27/2023		M		146	A	$0	38,952	D
Common Stock	04/27/2023		M		438	A	$0	39,390	D
Common Stock	04/27/2023		M		662	A	$0	40,052	D
Common Stock	04/27/2023		F		1,688	D	$32.75	38,364	D
Common Stock								3,576.2925(1)	I	Trustee u/Employee Benefit Plan

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
Restricted Stock Unit	(2)							(3)	(3)	Common Stock	14,853		14,853	D
Restricted Stock Unit	(2)							(4)	(4)	Common Stock	4,321		4,321	D
Restricted Stock Unit	(2)							(5)	(5)	Common Stock	18,884		18,884	D
Restricted Stock Unit	(2)							(6)	(6)	Common Stock	4,071		4,071	D
Restricted Stock Unit	(2)							(6)	(6)	Common Stock	588		588	D
Performance Share Unit	(7)	04/27/2023		M			442	(8)	(8)	Common Stock	442	$0	9,181	D
Performance Share Unit	(7)	04/27/2023		M			146	(9)	(9)	Common Stock	146	$0	3,038	D
Restricted Stock Unit	(2)	04/27/2023		M			438	(8)	(8)	Common Stock	438	$0	9,110	D
Restricted Stock Unit	(2)	04/27/2023		M			662	(9)	(9)	Common Stock	662	$0	13,777	D

Explanation of Responses:

1. Ownership is represented by units held in a unitized stock fund through the issuer's 401(k) retirement plan as of March 31, 2023.

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

3. The restricted stock units (RSUs) vest 1/3 after 1 year from grant date and 1/6 every 6 months thereafter until fully vested on the third anniversary of the grant date.

4. The restricted stock units (RSUs) vest 2/3 after 1 year and 1/3 after 18 months from the grant date.

5. The restricted stock units (RSUs) vest 100% on April 15, 2026. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to the vesting date.

6. The restricted stock units will vest on May 15, 2023. Events such as retirement, death, disability, and others specified in the May 2020 agreement may result in vesting prior to the vesting date.

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

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

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

	Linda E. Jolly, Power of Attorney	04/28/2023
	** 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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