Corning (GLW) Form 4 CORNING / WENDELL P WEEKS 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^*

WEEKS WENDELL P

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2024

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	02/08/2024		M		7,194	A	$0	854,668	D
Common Stock	02/08/2024		M		11,465	A	$0	866,133	D
Common Stock	02/08/2024		F		6,728	D	$31.73	859,405	D
Common Stock								9,200	I	Held by Spouse(1)
Common Stock								6,806.3147(2)	I	Held By Spouse - Emp. Ben. Plan(1)
Common Stock								11,219.0848(2)	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
Performance Share Unit	(3)							(4)	(4)	Common Stock	109,576		109,576	D
Performance Share Unit	(3)							(5)	(5)	Common Stock	47,567		47,567	D
Performance Share Unit	(3)							(6)	(6)	Common Stock	26,393		26,393	D
Restricted Stock Unit	(7)							(8)	(8)	Common Stock	76,375		76,375	D
Restricted Stock Unit	(7)							(9)	(9)	Common Stock	100,463		100,463	D
Restricted Stock Unit	(7)							(10)	(10)	Common Stock	104,474		104,474	D
Restricted Stock Unit	(7)	02/08/2024		M			7,194	(11)	(11)	Common Stock	7,194	$0	3,598	D
Performance Share Unit	(3)	02/08/2024		M			11,465	(12)	(12)	Common Stock	11,465	$0	22,932	D

Explanation of Responses:

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

2. Ownership is represented by units held in a unitized stock fund through the issuer's 401(k) retirement plan as of January 31, 2024.

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

4. 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.

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 2022 agreement. Earned PSUs remain restricted until April 15, 2025, 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. Earned PSUs remain restricted until April 15, 2026, when they vest and convert to common stock, subject to service-based vesting requirement.

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

8. The restricted stock units (RSUs) vest 100% on April 15, 2024. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to the vesting date.

9. The restricted stock units (RSUs) vest 100% on April 15, 2025. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to the vesting date.

10. 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.

11. The restricted stock units (RSUs) granted on February 8, 2023 will vest 2/3 after 1 year and 1/3 after 18 months from the grant date.

12. The performance share units (PSUs) earned February 7, 2024 will vest 1/3 after 1 year from the February 8, 2023 grant date and 1/6 every 6 months thereafter until fully vested on the third anniversary of the grant date.

	Linda E. Jolly, Power of Attorney	02/12/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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