X0306 4 2017-02-08 0 0000757011 USG CORP USG 0001661884 Warner Michelle M C/O USG CORPORATION 550 WEST ADAMS STREET CHICAGO IL 60661 0 1 0 0 Senior Vice President Common Stock 2017-02-08 4 A 0 7500 0 A 22500 D Market Share Units 2017-02-08 4 A 0 16122 0 A Common Stock 16122 16122 D Restricted stock units that vest on the third anniversary of the date of grant. Each unit represents the right to receive one share of common stock. 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 the Company's common stock achieving certain pre-defined market price levels during the performance period and continued employment. Generally, the Market Share Units will be earned, if at all, once the Board certifies that pre-determined market price targets of the Company's common stock are attained, provided that the reporting person remains continuously employed by the Company or a subsidiary through December 31, 2019. /s/ Jonathan Dorfman, Attorney-In-Fact 2017-02-09