SEC FORM 4

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^*

Capps Cheryl C

(Last)

(First)

(Middle)

ONE RIVERFRONT PLAZA

(Street)

CORNING

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)
	SVP & Chief Supply Chain Off.

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/08/2023		M		71	A	⁽¹⁾	105,498	D
Common Stock	02/08/2023		M		49	A	⁽¹⁾	105,547	D
Common Stock	02/08/2023		M		237	A	⁽¹⁾	105,784	D
Common Stock	02/08/2023		F		357	D	$35.14	105,427	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽²⁾							⁽³⁾	⁽³⁾	Common Stock	11,120		11,120	D
Restricted Stock Unit	⁽²⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	6,373		6,373	D
Restricted Stock Unit	⁽²⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	9,304		9,304	D
Restricted Stock Unit	⁽²⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	3,902		3,902	D
Restricted Stock Unit	⁽²⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	615		615	D
Restricted Stock Unit	⁽²⁾	02/08/2023		A		1,002⁽⁷⁾		⁽⁸⁾	⁽⁸⁾	Common Stock	1,002	$0	1,002	D
Restricted Stock Unit	⁽²⁾	02/08/2023		A		11,016⁽⁹⁾		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	11,016	$0	11,016	D
Performance Share Unit	⁽¹⁾	02/08/2023		A		2,183		⁽¹¹⁾	⁽¹¹⁾	Common Stock	2,183	$0	2,183	D
Performance Share Unit	⁽¹⁾	02/08/2023		A		1,504		⁽¹²⁾	⁽¹²⁾	Common Stock	1,504	$0	6,701	D
Performance Share Unit	⁽¹⁾	02/08/2023		A		7,365		⁽¹³⁾	⁽¹³⁾	Common Stock	7,365	$0	25,598	D
Performance Share Unit	⁽¹⁾	02/08/2023		M			71	⁽¹¹⁾	⁽¹¹⁾	Common Stock	71	⁽¹⁾	2,112	D
Performance Share Unit	⁽¹⁾	02/08/2023		M			49	⁽¹²⁾	⁽¹²⁾	Common Stock	49	⁽¹⁾	6,652	D
Performance Share Unit	⁽¹⁾	02/08/2023		M			237	⁽¹³⁾	⁽¹³⁾	Common Stock	237	⁽¹⁾	25,361	D

Explanation of Responses:

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

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 100% on April 14, 2023. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to the vesting date.

4. 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.

5. 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.

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. Employees were provided an opportunity to voluntarily exchange a portion of their compensation for the first six months of 2023 for restricted stock units (RSUs). The reporting person exchanged $26,655 of their cash compensation for 1,002 RSUs.

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

9. The reporting person was granted restricted stock units (RSUs) in lieu of the cash payment to be paid under the 2023 performance incentive plan (PIP). The reporting person was granted 11,016 RSUs in exchange for the cash payment of $319,860 under the PIP.

10. 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.

11. Performance share units (PSUs) were earned February 8, 2023 per Compensation Committee decision that performance criteria were satisfied for fiscal year 2022 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.

12. Performance share units (PSUs) were earned February 8, 2023 per Compensation Committee decision that performance criteria were satisfied for fiscal year 2022 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.

13. Performance share units (PSUs) were earned February 8, 2023 per Compensation Committee decision that performance criteria were satisfied for fiscal year 2022 pursuant to the 2020 agreement. Earned PSUs remain restricted until April 14, 2023, when they vest and convert to common stock, subject to service-based vesting requirement.

	Linda E. Jolly, Power of Attorney	02/10/2023
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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