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Form 4 USG CORP For: Sep 01 Filed by: Dannessa Dominic A

September 1, 2015 4:34 PM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Dannessa Dominic A

(Last) (First) (Middle)
C/O USG CORPORATION
550 WEST ADAMS STREET

(Street)
CHICAGO IL 60661

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
USG CORP [ [USG] ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior Vice President
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 09/01/2015   A   10,000 (1) A $ 0 70,016 D  
Common Stock               155.58 I By 401(K) Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Explanation of Responses:
1. Restricted stock units that vest 50% on the second anniversary of the date of grant and 50% on the fourth anniversary of the date of grant. Each unit represents the right to receive one share of common stock.
/s/ Jonathan Dorfman, Attorney-In-Fact 09/01/2015
** 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 Number.
Power of Attorney
 The undersigned hereby constitutes and appoints Stanley L.
Ferguson, Jessica A. Garascia, Jonathan Dorfman and Kimberly Ericksen, 
signing singly, as the undersigned's true and lawful attorney-in-fact
to:
 (1) execute and file by whatever means required, for and on
behalf of the undersigned, Forms 3, 4, 5 (hereinafter the "Forms") in
accordance with Section 16 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules thereunder;
 (2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete the
execution of any such Forms and the timely filing of such Forms with
the United States Securities and Exchange Commission ("SEC") and any
other entity or person; and
 (3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact, may
be of benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in his or her
discretion.
 The undersigned acknowledges that the foregoing attorneys-in-
fact, in serving in such capacity at the request of the undersigned,
are not assuming any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act.
 This Power of Attorney shall be effective on the date set forth
below and shall continue in full force and effect until the date on
which the undersigned shall cease to be subject to Section 16 of the
Exchange Act and the rules thereunder or until such earlier date on
which written notification executed by the undersigned is filed with
the SEC expressly revoking this Power of Attorney.
 IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed effective the 1st day of July, 2015.
/s/Dominic A. Dannessa









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