SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Salah Gregory D.

(Last)

(First)

(Middle)

C/O USG CORPORATION

550 WEST ADAMS STREET

(Street)

CHICAGO

60661

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2015

3. Issuer Name and Ticker or Trading Symbol
USG CORP [ [USG] ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	23,078⁽¹⁾	D
Common Stock	3,000	I	See footnote⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	⁽³⁾	08/08/2016	Common Stock	3,800	$46.17	D
Employee Stock Option (Right to Buy)	⁽³⁾	03/23/2017	Common Stock	1,600	$49.61	D
Employee Stock Option (Right to Buy)	⁽³⁾	02/13/2018	Common Stock	3,475	$34.67	D
Employee Stock Option (Right to Buy)	⁽³⁾	02/11/2019	Common Stock	1,541	$6.86	D
Employee Stock Option (Right to Buy)	⁽³⁾	02/10/2020	Common Stock	3,595	$11.98	D
Employee Stock Option (Right to Buy)	⁽³⁾	02/09/2021	Common Stock	3,023	$18.99	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	02/08/2022	Common Stock	3,862	$14.76	D
Market Share Units	⁽⁵⁾	⁽⁵⁾	Common Stock	1,271	⁽⁶⁾	D
Market Share Units	⁽⁷⁾	⁽⁷⁾	Common Stock	2,323	⁽⁶⁾	D
Market Share Units	⁽⁸⁾	⁽⁸⁾	Common Stock	2,871	⁽⁶⁾	D

Explanation of Responses:

1. Includes 6,161 restricted stock units that vest over time. Each unit represents the right to receive one share of common stock.

2. Shares are held by the Sloan D. Salah Trust, of which the reporting person's spouse is Trustee.

3. This option is 100% vested.

4. This option is 75% vested. The balance vests on February 8, 2016.

5. Generally, the market share units will be earned, if at all, once the Board certifies that pre-determined market price targets of the Company's common stock are attained, provided that the reporting person remains continuously employed by the Company or a subsidiary through December 31, 2015.

6. Each market share unit represents the right to receive one share of common stock assuming certain market price targets are achieved. The market share units vesting and the actual number of shares received are contingent on the Company's common stock achieving certain pre-defined market price levels during pre-determined intervals and continued employment.

7. Generally, the market share units will be earned, if at all, once the Board certifies that pre-determined market price targets of the Company's common stock are attained, provided that the reporting person remains continuously employed by the Company or a subsidiary through December 31, 2016.

8. Generally, the market share units will be earned, if at all, once the Board certifies that pre-determined market price targets of the Company's common stock are attained, provided that the reporting person remains continuously employed by the Company or a subsidiary through December 31, 2017.

	/s/ Jonathan Dorfman, Attorney-In-Fact	08/03/2015
	** 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 5 (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.
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