0000757011-16-000159.txt : 20160212 0000757011-16-000159.hdr.sgml : 20160212 20160212133727 ACCESSION NUMBER: 0000757011-16-000159 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150527 FILED AS OF DATE: 20160212 DATE AS OF CHANGE: 20160212 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: USG CORP CENTRAL INDEX KEY: 0000757011 STANDARD INDUSTRIAL CLASSIFICATION: CONCRETE GYPSUM PLASTER PRODUCTS [3270] IRS NUMBER: 363329400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 550 WEST ADAMS STREET STREET 2: DEPARTMENT 188 CITY: CHICAGO STATE: IL ZIP: 60661 BUSINESS PHONE: 312-606-4000 MAIL ADDRESS: STREET 1: DEPARTMENT #188 STREET 2: 550 WEST ADAMS STREET CITY: CHICAGO STATE: IL ZIP: 60661 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HILZINGER MATTHEW F CENTRAL INDEX KEY: 0001184017 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08864 FILM NUMBER: 161417407 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2015-05-27 0 0000757011 USG CORP [USG] 0001184017 HILZINGER MATTHEW F C/O USG CORPORATION 550 W. ADAMS ST. CHICAGO IL 60661 0 1 0 0 Executive Vice President Common Stock 2015-05-27 5 G 0 E 54969 0 D 17603 D Common Stock 2015-05-27 5 G 0 E 54969 0 A 54969 I See Footnote Common Stock 2016-02-10 4 M 0 7655 0 A 25258 D Common Stock 2016-02-10 4 F 0 2537 19.02 D 22721 D Market Share Units 2016-02-10 4 M 0 9941 0 D Common Stock 0 D Market Share Units 2016-02-10 4 A 0 53454 0 A Common Stock 53454 53454 D The reporting person transferred these shares to M&S Hilzinger Family, LP, a limited partnership of which the reporting person and his wife, through their ownership in M&S Hilzinger Family GP, LLC, are the sole general partners and of which the reporting person and his wife were then the sole limited partners. By M&S Hilzinger Family, LP. These Market Share Units were granted on February 13, 2013. The Board of Directors (the "Board") certified performance of these Market Share Units on February 10, 2016 and USG Corporation (the "Company") issued to the reporting person .77 shares of the Company's common stock for half of the Market Share Units originally granted, based on the closing prices of shares of the Company's common stock on the New York Stock Exchange for each trading day in December 2015. Shares withheld to satisfy tax withholding obligation with respect to Market Share Units that became earned. 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 the performance period and continued employment. 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, 2018. /s/ Jonathan Dorfman, Attorney-In-Fact 2016-02-12 EX-24 2 mhilzingerpoa.txt POA 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 6th day of July, 2015. /s/Matthew F. Hilzinger