X0306 4 2018-12-26 0 0000757011 USG CORP USG 0001184017 HILZINGER MATTHEW F C/O USG CORPORATION 550 WEST ADAMS STREET CHICAGO IL 60661 0 1 0 0 Executive Vice President Common Stock 2018-12-26 4 A 0 35306 0 A 35306 D Common Stock 2018-12-26 4 F 0 17759 42.85 D 17547 D Common Stock 2018-12-26 4 M 0 72164 0 A 89711 D Common Stock 2018-12-26 4 F 0 36299 42.85 D 53412 D Common Stock 36175 I See Footnote Market Share Units 2018-12-26 4 M 0 48109 0 D Common Stock 5345 D As previously disclosed, on November 8, 2018, the Board of Directors (the "Board") of USG Corporation (the "Company") approved the acceleration of the vesting of 90% of the Market Share Units and Performance Shares granted to the reporting person in 2016, as determined based on achievement of specified performance metrics, that were otherwise scheduled to vest between January 1, 2019 and March 30, 2019. The Board approved the accelerated vesting of such grants in order to mitigate the potential impact of Section 280G of the Internal Revenue Code of 1986, as amended, on the Company and the reporting person in connection with the pending merger of an indirect wholly-owned subsidiary of Gebr. Knauf KG with and into the Company. These Performance Shares were granted on February 10, 2016. As authorized by the Board, the Chairman of the Compensation and Organization Committee of the Board certified performance of these Performance Shares on December 26, 2018. Shares withheld to satisfy tax withholding obligation with respect to Performance Shares that became earned. These Market Share Units were granted on February 10, 2016. As authorized by the Board, the Chairman of the Compensation and Organization Committee of the Board certified performance of these Market Share Units on December 26, 2018 and the Company issued to the reporting person 1.5 shares of the Company's common stock for the Market Share Units originally granted, based on the closing prices of shares of the Company's common stock on the New York Stock Exchange for the fifteen trading days immediately preceding December 3, 2018. Shares withheld to satisfy tax withholding obligation with respect to Market Share Units that became earned. Shares are held by M&S Hilzinger Family, LP, a limited partnership of which the reporting person and his wife, through their ownership in M&S Hilzinger Family GP, LLC, are the sole general partners and of which the reporting person and his wife are the sole limited partners. /s/ Jonathan Dorfman, Attorney-In-Fact 2018-12-27