4//SEC Filing
COOK BRIAN J 4
Accession 0000757011-19-000020
CIK 0000757011other
Filed
Feb 13, 7:00 PM ET
Accepted
Feb 14, 12:59 PM ET
Size
13.4 KB
Accession
0000757011-19-000020
Insider Transaction Report
Form 4
USG CORPUSG
COOK BRIAN J
Senior Vice President
Transactions
- Award
Common Stock
2019-02-13+1,660→ 50,762 total - Tax Payment
Common Stock
2019-02-13$43.17/sh−484$20,894→ 50,278 total - Exercise/Conversion
Common Stock
2019-02-13+3,392→ 53,670 total - Tax Payment
Common Stock
2019-02-13$43.17/sh−1,096$47,314→ 52,574 total - Exercise/Conversion
Market Share Units
2019-02-13−2,261→ 0 total→ Common Stock
Footnotes (5)
- [F1]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.
- [F2]These Performance Shares were granted on February 10, 2016. The Board certified performance of these Performance Shares on February 13, 2019.
- [F3]Shares withheld to satisfy tax withholding obligation with respect to Performance Shares that became earned.
- [F4]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.
- [F5]Shares withheld to satisfy tax withholding obligation with respect to Market Share Units that became earned.
Documents
Issuer
USG CORP
CIK 0000757011
Entity typeother
Related Parties
1- filerCIK 0001207294
Filing Metadata
- Form type
- 4
- Filed
- Feb 13, 7:00 PM ET
- Accepted
- Feb 14, 12:59 PM ET
- Size
- 13.4 KB