SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Veeramasuneni Srinivas

(Last)

(First)

(Middle)

C/O USG CORPORATION

550 WEST ADAMS STREET

(Street)

CHICAGO

60661

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2015

3. Issuer Name and Ticker or Trading Symbol
USG CORP [ USG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,839⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	⁽²⁾	02/11/2019	Common Stock	2,857	$6.86	D
Employee Stock Option (Right to Buy)	⁽²⁾	02/10/2020	Common Stock	2,850	$11.98	D
Employee Stock Option (Right to Buy)	⁽³⁾	02/09/2021	Common Stock	1,792	$18.99	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	02/08/2022	Common Stock	3,121	$14.76	D
Market Share Units	⁽⁵⁾	12/31/2015	Common Stock	1,768	⁽⁶⁾	D
Market Share Units	⁽⁷⁾	⁽⁷⁾	Common Stock	1,839	⁽⁶⁾	D

Explanation of Responses:

1. Includes 1,375 restricted stock units that vest over time. Each unit represents the right to receive one share of common stock.

2. This option is 100% vested.

3. This option is 75% vested. The balance vests on February 9, 2015.

4. This option is 50% vested. The balance vests in two equal installments beginning on February 8, 2015.

5. The market share units will be earned, if at all, one-half on December 31, 2014 and one-half on December 31, 2015, in each case if predetermined market price targets of Issuer's common stock are attained.

6. 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 Issuer's common stock achieving certain predefined market price levels during pre-determined intervals and continued employment.

7. Generally, the market shares unit will be earned, if at all, on the fifteenth day in 2017 on which the New York Stock Exchange is open for trading if pre-determined market price targets of Issuer's common stock are attained, provided that the reporting person remains continuously employed by the Issuer or a subsidiary through December 31, 2016.

	/s/ Jessica A. Garascia, Attorney-In-Fact	01/06/2015
	** 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 5 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.