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*
McRae Lawrence D
(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)
Vice Chairman & Corp. Dev. 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)
Code V Amount (A) or (D) Price
Common Stock 05/15/2023 M 11,910 A $0 222,018 D
Common Stock 05/15/2023 M 1,213 A $0 223,231 D
Common Stock 05/15/2023 F 6,701 D $31.2 216,530 D
Common Stock 785.7727(1) I Held By Wife - Emp. Benefit Plan(2)
Common Stock 5,857.8399(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 (3) (4) (4) Common Stock 752 752 D
Performance Share Unit (5) (6) (6) Common Stock 17,239 17,239 D
Performance Share Unit (5) (7) (7) Common Stock 4,562 4,562 D
Restricted Stock Unit (3) (8) (8) Common Stock 16,851 16,851 D
Restricted Stock Unit (3) (9) (9) Common Stock 20,412 20,412 D
Restricted Stock Unit (3) (10) (10) Common Stock 22,318 22,318 D
Performance Share Unit (5) 05/15/2023 M 11,910 (11) (11) Common Stock 11,910 $0 0 D
Restricted Stock Unit (3) 05/15/2023 M 1,213 (12) (12) Common Stock 1,213 $0 0 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 April 28, 2023.
2. The reporting person disclaims beneficial ownership of all securities held by spouse.
3. Each restricted stock unit represents a contingent right to receive one share of Corning Incorporated common stock.
4. The restricted stock units (RSUs) vest 2/3 after 1 year and 1/3 after 18 months from the grant date.
5. Each performance share unit represents a contingent right to receive one share of Corning Incorporated common stock.
6. Earned performance share units (PSUs) remain restricted until April 15, 2024, when they vest and convert to common stock, subject to service-based vesting requirement.
7. Earned performance share units (PSUs) remain restricted until April 15, 2025, when they vest and convert to common stock, subject to service-based vesting requirement.
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 performance share units vested on May 15, 2023 pursuant to the 2020 agreement.
12. 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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