Statement of Changes in Beneficial Ownership (4)
February 10 2023 - 3:50PM
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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OMB APPROVAL
OMB Number:
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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Becker Stefan |
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 & Controller |
(Last)
(First)
(Middle)
ONE RIVERFRONT PLAZA |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/8/2023 |
(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 | | | | | | | | 10019 | D | |
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 |
Restricted Stock Unit | (1) | | | | | | | (2) | (2) | Common Stock | 9419 | | 9419 | D | |
Restricted Stock Unit | (1) | | | | | | | (3) | (3) | Common Stock | 6138 | | 6138 | D | |
Restricted Stock Unit | (1) | | | | | | | (4) | (4) | Common Stock | 13201 | | 13201 | D | |
Restricted Stock Unit | (1) | | | | | | | (5) | (5) | Common Stock | 3574 | | 3574 | D | |
Restricted Stock Unit | (1) | | | | | | | (5) | (5) | Common Stock | 563 | | 563 | D | |
Restricted Stock Unit | (1) | 2/8/2023 | | A | | 3945 (6) | | (7) | (7) | Common Stock | 3945 | $0 | 3945 | D | |
Restricted Stock Unit | (1) | 2/8/2023 | | A | | 12657 (8) | | (9) | (9) | Common Stock | 12657 | $0 | 12657 | D | |
Performance Share Unit | (10) | 2/8/2023 | | A | | 2911 | | (11) | (11) | Common Stock | 2911 | $0 | 2911 | D | |
Performance Share Unit | (10) | 2/8/2023 | | A | | 1353 | | (12) | (12) | Common Stock | 1353 | $0 | 6187 | D | |
Performance Share Unit | (10) | 2/8/2023 | | A | | 5892 | | (13) | (13) | Common Stock | 5892 | $0 | 20982 | D | |
Explanation of Responses: |
(1) | Each restricted stock unit represents a contingent right to receive one share of Corning Incorporated common stock. |
(2) | The restricted stock units (RSUs) vest 100% on April 14, 2023. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to the vesting date. |
(3) | The restricted stock units (RSUs) vest 100% on April 15, 2024. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to the vesting date. |
(4) | The restricted stock units (RSUs) vest 100% on April 15, 2025. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to the vesting date. |
(5) | The restricted stock units will vest on May 15, 2023. Events such as retirement, death, disability, and others specified in the May 2020 agreement may result in vesting prior to the vesting date. |
(6) | Employees were provided an opportunity to voluntarily exchange a portion of their compensation for the first six months of 2023 for restricted stock units (RSUs). The reporting person exchanged $105,000 of their cash compensation for 3,945 RSUs. |
(7) | The restricted stock units (RSUs) vest 2/3 after 1 year and 1/3 after 18 months from the grant date. |
(8) | The reporting person was granted restricted stock units (RSUs) in lieu of the cash payment to be paid under the 2023 performance incentive plan (PIP). The reporting person was granted 12,657 RSUs in exchange for the cash payment of $367,500 under the PIP. |
(9) | The restricted stock units (RSUs) vest 1/3 after 1 year from grant date and 1/6 every 6 months thereafter until fully vested on the third anniversary of the grant date. |
(10) | Each performance share unit represents a contingent right to receive one share of Corning Incorporated common stock. |
(11) | Performance share units (PSUs) were earned February 8, 2023 per Compensation Committee decision that performance criteria were satisfied for fiscal year 2022 pursuant to the 2022 agreement. Earned PSUs remain restricted until April 15, 2025, when they vest and convert to common stock, subject to service-based vesting requirement. |
(12) | Performance share units (PSUs) were earned February 8, 2023 per Compensation Committee decision that performance criteria were satisfied for fiscal year 2022 pursuant to the 2021 agreement. Earned PSUs remain restricted until April 15, 2024, when they vest and convert to common stock, subject to service-based vesting requirement. |
(13) | Performance share units (PSUs) were earned February 8, 2023 per Compensation Committee decision that performance criteria were satisfied for fiscal year 2022 pursuant to the 2020 agreement. Earned PSUs remain restricted until April 14, 2023, when they vest and convert to common stock, subject to service-based vesting requirement. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Becker Stefan ONE RIVERFRONT PLAZA CORNING, NY 14831 |
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| Senior VP & Controller |
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Signatures
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Linda E. Jolly, Power of Attorney | | 2/10/2023 |
**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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