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Form 4 CORNING INC /NY For: Jul 31 Filed by: Clappin James P

August 3, 2021 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 *
Clappin James P
(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
Officer (give title below) X Other (specify below)
Retired Vice Chair &Strat. Adv
3. Date of Earliest Transaction (Month/Day/Year)
07/31/2021
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
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
Restricted Stock Unit (1) 07/31/2021   D     2,087 (2)   (3)   (3) Common Stock 2,087 $ 0 189 D  
Restricted Stock Unit (1) 07/31/2021   D     7,246 (4)   (5)   (5) Common Stock 7,246 $ 0 10,144 D  
Performance Share Unit (6) 07/31/2021   D     19,267 (7)   (8)   (8) Common Stock 19,267 $ 0 1,751 D  
Performance Share Unit (6)               (9)   (9) Common Stock 30,867   30,867 D  
Restricted Stock Unit (1)               (10)   (10) Common Stock 17,460   17,460 D  
Restricted Stock Unit (1)               (11)   (11) Common Stock 37,662   37,662 D  
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of Corning Incorporated Common Stock.
2. Represents the forfeiture of Restricted Stock Units awarded May 15, 2020, per terms of the May 2020 agreement approved by the Compensation Committee.
3. Restricted Stock Units awarded May 15, 2020 were forfeited on July 31, 2021, per terms of the May 2020 agreement approved by the Compensation Committee.
4. Represents the forfeiture of Restricted Stock Units awarded April 1, 2021, per terms of the April 2021 agreement approved by the Compensation Committee.
5. Restricted Stock Units awarded April 1, 2021 were forfeited on July 31, 2021, per terms of the April 2021 agreement approved by the Compensation Committee.
6. Each Performance Share Unit represents a contingent right to receive one share of GLW common stock.
7. Represents the forfeiture of Performance Share Units earned February 3, 2021, per terms of the May 15, 2020 agreement approved by the Compensation Committee.
8. Performance Share Units earned February 3, 2021 were forfeited on July 31, 2021, per the terms of the May 15, 2020 agreement approved by the Compensation Committee.
9. Performance Share Units were earned February 3, 2021 per Compensation Committee decision that performance criteria were satisfied for fiscal year 2020 pursuant to the April 2020 agreement. Earned units remain restricted until April 14, 2023, when they vest and convert to GLW common stock, subject to service-based vesting requirement.
10. 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.
11. 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.
Linda E. Jolly, Power of Attorney 08/03/2021
** 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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