X0306 4 2015-02-11 0 0000757011 USG CORP usg 0001426641 Scanlon Jennifer F. C/O USG CORPORATION 550 WEST ADAMS STREET CHICAGO IL 60661 0 1 0 0 Senior Vice President Common Stock 2015-02-11 4 A 0 18052 0 A 46015 D Common stock 2015-02-11 4 F 0 5615 27.74 D 40400 D Common Stock 2015-02-11 4 M 0 5042 0 A 45442 D Common Stock 2015-02-11 4 F 0 1564 27.74 D 43878 D Common Stock 1399.94 I By 401(K) Plan Market Share Units 2015-02-11 4 M 0 5523 0 D Common Stock 5523 D Market Share Units 2015-02-11 4 A 0 16746 0 A Common Stock 16746 16746 D Shares withheld to satisfy tax withholding obligation with respect to performance shares that became earned. These Market Share Units were granted on February 13, 2013. The Board of Directors (the "Board") certified performance of half of the Market Share Units on February 11, 2015 and USG Corporation (the "Company") issued to the reporting person .913 Common Shares of the Company for each half of the Market Share Units originally granted, based on the closing prices of Common Shares of the Company on the New York Stock Exchange for each trading day in December 2014. Shares withheld to satisfy tax withholding obligation with respect to Market Share Units that became earned. Each Market Share Unit represents the right to receive one share of common stock assuming certain market price targets are achieved. The Market Share Units vesting and the actual number of shares received are contingent on the Company's common stock achieving certain pre-defined market price levels during pre-determined intervals and continued employment. Generally, the Market Share Units will be earned, if at all, once the Board certifies that pre-determined market price targets of the Company's common stock are attained, provided that the reporting person remains continuously employed by the Company or a subsidiary through December 31, 2017. /s/ Jessica A. Garascia, Attorney-In-Fact 2015-02-13