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^*

Evenson Jeffrey W

(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)
	Exec. VP & Chief Strategy Off

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2023

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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	05/15/2023		M		6,904	A	$20.82	98,686	D
Common Stock	05/15/2023		M		6,875	A	$20.91	105,561	D
Common Stock	05/15/2023		M		6,749	A	$21.3	112,310	D
Common Stock	05/15/2023		S		20,528	D	$31.0407⁽¹⁾	91,782	D
Common Stock	05/15/2023		M		7,507	A	$0	99,289	D
Common Stock	05/15/2023		M		867	A	$0	100,156	D
Common Stock	05/15/2023		F		4,276	D	$31.2	95,880	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	19,700		19,700	D
Restricted Stock Unit	⁽²⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	5,373		5,373	D
Restricted Stock Unit	⁽²⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	11,577		11,577	D
Restricted Stock Unit	⁽²⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	16,415		16,415	D
Restricted Stock Unit	⁽²⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	18,026		18,026	D
Stock Options (Right to Buy)	$20.82	05/15/2023		M			6,904	03/31/2017	03/29/2024	Common Stock	6,904	$0	0	D
Stock Options (Right to Buy)	$20.91	05/15/2023		M			6,875	04/30/2017	04/29/2024	Common Stock	6,875	$0	0	D
Stock Options (Right to Buy)	$21.3	05/15/2023		M			6,749	05/30/2017	05/29/2024	Common Stock	6,749	$0	0	D
Restricted Stock Unit	⁽²⁾	05/15/2023		M			7,507	⁽⁸⁾	⁽⁸⁾	Common Stock	7,507	$0	0	D
Restricted Stock Unit	⁽²⁾	05/15/2023		M			867	⁽⁸⁾	⁽⁸⁾	Common Stock	867	$0	0	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.975 to $31.11, inclusive. The reporting person undertakes to provide to Corning Incorporated, any security holder of Corning Incorporated, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth previously in this footnote.

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, 2024. 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 (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.

7. 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.

8. The restricted stock units vested on May 15, 2023 pursuant to the 2020 agreement.

	Linda E. Jolly, Power of Attorney	05/17/2023
	** 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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