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Form 4 CORNING INC /NY For: May 16 Filed by: Bell Michael Alan

May 18, 2022 4:08 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 *
Bell Michael Alan

(Last) (First) (Middle)
ONE RIVERFRONT PLAZA

(Street)
CORNING NY 14831

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CORNING INC /NY [ GLW ]
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.
3. Date of Earliest Transaction (Month/Day/Year)
05/16/2022
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 05/16/2022   M   3,083 A $ 19.65 3,083 D  
Common Stock 05/16/2022   S   3,083 D $ 35.1842 (1) 0 D  
Common Stock 05/16/2022   M   4,275 A $ 0 4,275 D  
Common Stock 05/16/2022   M   616 A $ 0 4,891 D  
Common Stock 05/16/2022   F   2,174 D $ 35.2 2,717 D  
Common Stock               672.1054 I Trustee u/Employee Benefit 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
Stock Options (Right to Buy) $ 19.65 05/16/2022   M     3,083   (2) 05/15/2030 Common Stock 3,083 $ 0 3,083 D  
Restricted Stock Unit (3) 05/16/2022   M     4,275   (4)   (4) Common Stock 4,275 $ 0 4,275 D  
Restricted Stock Unit (3) 05/16/2022   M     616   (4)   (4) Common Stock 616 $ 0 617 D  
Restricted Stock Unit (3)               (5)   (5) Common Stock 12,681   12,681 D  
Restricted Stock Unit (3)               (5)   (5) Common Stock 2,676   2,676 D  
Restricted Stock Unit (3)               (6)   (6) Common Stock 9,014   9,014 D  
Restricted Stock Unit (3)               (7)   (7) Common Stock 14,439   14,439 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 $34.66 to $35.465, 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. On December 2, 2020, the Compensation Committee approved the early vesting of one half of the stock options granted on May 15, 2020. The remaining stock options will vest ratably over three years from the grand date.
3. Each restricted stock unit represents a contingent right to receive one share of Corning Incorporated Common Stock.
4. 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.
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 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.
7. 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.
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.
Linda E. Jolly, Power of Attorney 05/18/2022
** 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 Number.


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