FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Scanlon Jennifer F. 		2. Issuer Name and Ticker or Trading Symbol

USG CORP [ USG ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

C/O USG CORPORATION, 550 WEST ADAMS STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/24/2019
(Street)

CHICAGO, IL 60661
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   2/21/2019     G   V 15689   D $0   69899   D    
Common Stock   4/24/2019     D    69899   D $43.5   (1) 0   D    
Common Stock   4/24/2019     D    1409.74   D $43.5   (1) 0   I   By 401(k) Plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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
Market Share Units     (2) (3) 4/24/2019     D         85985      (2) (3)   (2) (3) Common Stock     (2) (3) $43.5   (3) 0   D    
Market Share Units     (3) (4) 4/24/2019     D         96429      (3) (4)   (3) (4) Common Stock     (3) (4) $43.5   (3) 0   D    

Explanation of Responses:
(1)  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").
(2)  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.
(3)  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.
(4)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Scanlon Jennifer F.
C/O USG CORPORATION
550 WEST ADAMS STREET
CHICAGO, IL 60661 		X
President and CEO

Signatures
/s/ Jonathan Dorfman, Attorney-In-Fact 4/24/2019
** 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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