SEC FORM 4

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Musser Eric S

(Last)

(First)

(Middle)

ONE RIVERFRONT PLAZA

(Street)

CORNING

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)
	President and COO

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/08/2023		M		307	A	⁽¹⁾	104,700	D
Common Stock	02/08/2023		M		219	A	⁽¹⁾	104,919	D
Common Stock	02/08/2023		M		959	A	⁽¹⁾	105,878	D
Common Stock	02/08/2023		F		1,485	D	$35.14	104,393	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Share Unit	⁽¹⁾							⁽²⁾	⁽²⁾	Common Stock	12,570		12,570	D
Restricted Stock Unit	⁽³⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	41,536		41,536	D
Restricted Stock Unit	⁽³⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	26,703		26,703	D
Restricted Stock Unit	⁽³⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	37,518		37,518	D
Restricted Stock Unit	⁽³⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	1,257		1,257	D
Restricted Stock Unit	⁽³⁾	02/08/2023		A		6,347⁽⁸⁾		⁽⁹⁾	⁽⁹⁾	Common Stock	6,347	$0	6,347	D
Performance Share Unit	⁽¹⁾	02/08/2023		A		8,642		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	8,642	$0	8,642	D
Performance Share Unit	⁽¹⁾	02/08/2023		A		6,165		⁽¹¹⁾	⁽¹¹⁾	Common Stock	6,165	$0	27,403	D
Performance Share Unit	⁽¹⁾	02/08/2023		A		27,054		⁽¹²⁾	⁽¹²⁾	Common Stock	27,054	$0	93,926	D
Performance Share Unit	⁽¹⁾	02/08/2023		M			307	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	307	⁽¹⁾	8,335	D
Performance Share Unit	⁽¹⁾	02/08/2023		M			219	⁽¹¹⁾	⁽¹¹⁾	Common Stock	219	⁽¹⁾	27,184	D
Performance Share Unit	⁽¹⁾	02/08/2023		M			959	⁽¹²⁾	⁽¹²⁾	Common Stock	959	⁽¹⁾	92,967	D

Explanation of Responses:

1. Each performance share unit represents a contingent right to receive one share of Corning Incorporated common stock.

2. Performance share units (PSUs) were earned February 3, 2021 per Compensation Committee decision that performance criteria were satisfied for fiscal year 2020 pursuant to the 2020 agreement. Earned PSUs remain restricted until vesting. The earned units will vest ratably over 3 years from the grant date and convert to common stock, subject to service-based vesting requirement.

3. Each restricted stock unit represents a contingent right to receive one share of Corning Incorporated common stock.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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 $185,860 of their cash compensation for 6,347 RSUs.

9. The restricted stock units (RSUs) vest 2/3 after 1 year and 1/3 after 18 months from the grant date.

10. 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.

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 2021 agreement. Earned PSUs remain restricted until April 15, 2024, 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 2020 agreement. Earned PSUs remain restricted until April 14, 2023, when they vest and convert to common stock, subject to service-based vesting requirement.

	Linda E. Jolly, Power of Attorney	02/10/2023
	** 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 Number.