Dannessa Dominic A 4
4 · USG CORP · Filed Apr 24, 2019
Insider Transaction Report
Form 4
USG CORPUSG
Dannessa Dominic A
Vice President
Transactions
- Disposition to Issuer
Common Stock
2019-04-24$43.50/sh−99,452$4,326,162→ 0 total - Disposition to Issuer
Common Stock
2019-04-24$43.50/sh−157.03$6,831→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Market Share Units
2019-04-24$43.50/sh−16,122$701,307→ 0 total→ Common Stock - Disposition to Issuer
Market Share Units
2019-04-24$43.50/sh−16,437$715,010→ 0 total→ Common Stock
Footnotes (4)
- [F1]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 10, 2018, by and among USG Corporation (the "Company"), Gebr. Knauf KG and World Cup Acquisition Corporation, at the effective time of the merger, each share of the Company's common stock and each restricted stock unit held by the reporting person was converted into the right to receive $43.50 in cash, without interest (the "closing consideration").
- [F2]These Market Share Units were granted on February 8, 2017 and were originally scheduled to be earned, if at all, once the Board of Directors of the Company certified that pre-determined market price targets of the Company's common stock had been attained, provided that the reporting person remained continuously employed by the Company or a subsidiary through December 31, 2019.
- [F3]Each Market Share Unit represented the right to receive one share of common stock assuming certain market price targets were achieved. Pursuant to the Merger Agreement, at the effective time of the merger, the Market Share Units held by the reporting person became fully vested and were converted into the right to receive a cash payment equal to the product of (i) the number of shares of the Company's common stock earned under such Market Share Unit, determined as of the effective time of the merger by substituting $43.50 for the market value per share, multiplied by (ii) the closing consideration.
- [F4]These Market Share Units were granted on February 14, 2018 and were originally scheduled to be earned, if at all, once the Board of Directors of the Company certified that pre-determined market price targets of the Company's common stock had been attained, provided that the reporting person remained continuously employed by the Company or a subsidiary through December 31, 2020.