0000757011-19-000061.txt : 20190424 0000757011-19-000061.hdr.sgml : 20190424 20190424165025 ACCESSION NUMBER: 0000757011-19-000061 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190424 FILED AS OF DATE: 20190424 DATE AS OF CHANGE: 20190424 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Macey Christopher D CENTRAL INDEX KEY: 0001721833 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08864 FILM NUMBER: 19764389 MAIL ADDRESS: STREET 1: USG CORPORATION STREET 2: 550 WEST ADAMS STREET CITY: CHICAGO STATE: IL ZIP: 60661 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 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2019-04-24 1 0000757011 USG CORP USG 0001721833 Macey Christopher D C/O USG CORPORATION 550 WEST ADAMS STREET CHICAGO IL 60661 0 1 0 0 Senior Vice President Common Stock 2019-04-24 4 D 0 14935 43.5 D 0 D Market Share Units 2019-04-24 4 D 0 3547 43.5 D Common Stock 0 D Market Share Units 2019-04-24 4 D 0 8766 43.5 D Common Stock 0 D Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 10, 2018, by and among USG Corporation (the "Company"), Gebr. Knauf KG and World Cup Acquisition Corporation, at the effective time of the merger, each share of the Company's common stock and each restricted stock unit held by the reporting person was converted into the right to receive $43.50 in cash, without interest (the "closing consideration"). These Market Share Units were granted on February 8, 2017 and were originally scheduled to be earned, if at all, once the Board of Directors of the Company certified that pre-determined market price targets of the Company's common stock had been attained, provided that the reporting person remained continuously employed by the Company or a subsidiary through December 31, 2019. Each Market Share Unit represented the right to receive one share of common stock assuming certain market price targets were achieved. Pursuant to the Merger Agreement, at the effective time of the merger, the Market Share Units held by the reporting person became fully vested and were converted into the right to receive a cash payment equal to the product of (i) the number of shares of the Company's common stock earned under such Market Share Unit, determined as of the effective time of the merger by substituting $43.50 for the market value per share, multiplied by (ii) the closing consideration. These Market Share Units were granted on February 14, 2018 and were originally scheduled to be earned, if at all, once the Board of Directors of the Company certified that pre-determined market price targets of the Company's common stock had been attained, provided that the reporting person remained continuously employed by the Company or a subsidiary through December 31, 2020. /s/ Jonathan Dorfman, Attorney-In-Fact 2019-04-24