Statement of Changes in Beneficial Ownership (4)
April 05 2022 - 4:08PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Bell Michael Alan |
2. Issuer Name and Ticker or Trading Symbol
CORNING INC /NY
[
GLW
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Senior VP & GM, Optical Comm. |
(Last)
(First)
(Middle)
ONE RIVERFRONT PLAZA |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/1/2022 |
(Street)
CORNING, NY 14831
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 4/1/2022 | | M | | 12529 | A | $33.92 | 12529 | D | |
Common Stock | 4/1/2022 | | S | | 12529 | D | $36.2438 (1) | 0 | D | |
Common Stock | | | | | | | | 672.1054 | I | Trustee u/Employee Benefit Plan |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Options (Right to Buy) | $33.92 | 4/1/2022 | | M | | | 12529 | 4/1/2022 | 4/1/2029 | Common Stock | 12529 | $0 | 0 | D | |
Restricted Stock Unit | (2) | 4/1/2022 | | A | | 14439 | | (3) | (3) | Common Stock | 14439 | $0 | 14439 | D | |
Restricted Stock Unit | (2) | | | | | | | (4) | (4) | Common Stock | 5795 | | 5795 | D | |
Restricted Stock Unit | (2) | | | | | | | (5) | (5) | Common Stock | 12681 | | 12681 | D | |
Restricted Stock Unit | (2) | | | | | | | (5) | (5) | Common Stock | 2676 | | 2676 | D | |
Restricted Stock Unit | (2) | | | | | | | (6) | (6) | Common Stock | 1233 | | 1233 | D | |
Restricted Stock Unit | (2) | | | | | | | (6) | (6) | Common Stock | 8550 | | 8550 | D | |
Restricted Stock Unit | (2) | | | | | | | (7) | (7) | Common Stock | 9014 | | 9014 | D | |
Explanation of Responses: |
(1) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.015 to $37.18, inclusive. The reporting person undertakes to provide to Corning Incorporated, any security holder of Corning Incorporated, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth previously in this footnote. |
(2) | Each restricted stock unit represents a contingent right to receive one share of Corning Incorporated Common Stock. |
(3) | The Restricted Stock Units vest 100% on April 15, 2025. Vested shares will be delivered to the reporting person within thirty (30) days after April 15, 2025. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to April 15, 2025. |
(4) | The Restricted Stock Units vest 100% on April 15, 2022. Vested shares will be delivered to the reporting person within thirty (30) days after April 15, 2022. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to April 15, 2022. |
(5) | The Restricted Stock Units vest 100% on April 14, 2023. Vested shares will be delivered to the reporting person within thirty (30) days after April 14, 2023. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to April 14, 2023. |
(6) | The restricted stock units will vest ratably over three years from the May 15, 2020 grant date. Vested shares will be delivered to the reporting person within sixty (60) days after vesting. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to the vesting dates. |
(7) | The Restricted Stock Units vest 100% on April 15, 2024. Vested shares will be delivered to the reporting person within thirty (30) days after April 15, 2024. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to April 15, 2024. |
Remarks: The stock option exercise and sale reported in this Form 4 were effected pursuant to a Rule 10b5-1 Trading Plan adopted by the reporting person. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Bell Michael Alan ONE RIVERFRONT PLAZA CORNING, NY 14831 |
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| Senior VP & GM, Optical Comm. |
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Signatures
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Linda E. Jolly, Power of Attorney | | 4/5/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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