0000757011-19-000017.txt : 20190214 0000757011-19-000017.hdr.sgml : 20190214 20190214112217 ACCESSION NUMBER: 0000757011-19-000017 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190213 FILED AS OF DATE: 20190214 DATE AS OF CHANGE: 20190214 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Macey Christopher D CENTRAL INDEX KEY: 0001721833 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08864 FILM NUMBER: 19602815 MAIL ADDRESS: STREET 1: USG CORPORATION STREET 2: 550 WEST ADAMS STREET CITY: CHICAGO STATE: IL ZIP: 60661 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: USG CORP CENTRAL INDEX KEY: 0000757011 STANDARD INDUSTRIAL CLASSIFICATION: CONCRETE GYPSUM PLASTER PRODUCTS [3270] IRS NUMBER: 363329400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 550 WEST ADAMS STREET STREET 2: DEPARTMENT 188 CITY: CHICAGO STATE: IL ZIP: 60661 BUSINESS PHONE: 312-606-4000 MAIL ADDRESS: STREET 1: DEPARTMENT #188 STREET 2: 550 WEST ADAMS STREET CITY: CHICAGO STATE: IL ZIP: 60661 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2019-02-13 0 0000757011 USG CORP USG 0001721833 Macey Christopher D C/O USG CORPORATION 550 WEST ADAMS STREET CHICAGO IL 60661 0 1 0 0 Senior Vice President Common Stock 2019-02-13 4 A 0 362 0 A 14786 D Common Stock 2019-02-13 4 F 0 194 43.17 D 14592 D Common Stock 2019-02-13 4 M 0 740 0 A 15332 D Common Stock 2019-02-13 4 F 0 397 43.17 D 14935 D Market Share Units 2019-02-13 4 M 0 493 0 D Common Stock 0 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. Such accelerated Market Share Units and Performance Shares vested on December 26, 2018. 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. The transactions reported in this Form 4 represent the vesting of the remaining 10% of the Market Share Units and Performance Shares granted to the reporting person in 2016. These Performance Shares were granted on February 10, 2016. The Board certified performance of these Performance Shares on February 13, 2019. 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. The Board certified performance of these Market Share Units on February 13, 2019 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 first fifteen trading days in January 2019. Shares withheld to satisfy tax withholding obligation with respect to Market Share Units that became earned. /s/ Jonathan Dorfman, Attorney-In-Fact 2019-02-14