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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Musser Eric S
(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)
President and COO
3. Date of Earliest Transaction (Month/Day/Year)
02/07/2024
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 02/07/2024 M 365 A $0(1) 180,524 D
Common Stock 02/07/2024 M 351 A $0(1) 180,875 D
Common Stock 02/07/2024 M 419 A $0(1) 181,294 D
Common Stock 02/07/2024 F 1,135 D $31.79 180,159 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Share Unit (1) 02/07/2024 A 10,275 (2) (2) Common Stock 10,275 $0 10,275 D
Performance Share Unit (1) 02/07/2024 A 18,882 (3) (3) Common Stock 18,882 $0 18,882 D
Performance Share Unit (1) 02/07/2024 A 9,876 (4) (4) Common Stock 9,876 $0 18,211 D
Performance Share Unit (1) 02/07/2024 A 11,797 (5) (5) Common Stock 11,797 $0 38,981 D
Performance Share Unit (1) 02/07/2024 M 365 (6) (6) Common Stock 365 $0 9,910 D
Performance Share Unit (1) 02/07/2024 M 351 (7) (7) Common Stock 351 $0 17,860 D
Performance Share Unit (1) 02/07/2024 M 419 (8) (8) Common Stock 419 $0 38,562 D
Explanation of Responses:
1. Each performance share unit represents a contingent right to receive one share of Corning Incorporated common stock.
2. 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.
3. 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 vesting. The earned units 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.
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 2022 agreement. Earned PSUs remain restricted until April 15, 2025, 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 2021 agreement. Earned PSUs remain restricted until April 15, 2024, when they vest and convert to common stock, subject to service-based vesting requirement.
6. Vesting to satisfy tax requirement pursuant to the 2023 agreement.
7. Vesting to satisfy tax requirement pursuant to the 2022 agreement.
8. Vesting to satisfy tax requirement pursuant to the 2021 agreement.
Linda E. Jolly, Power of Attorney 02/08/2024
** 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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