0000757011-19-000065.txt : 20190424
0000757011-19-000065.hdr.sgml : 20190424
20190424173942
ACCESSION NUMBER: 0000757011-19-000065
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: HILZINGER MATTHEW F
CENTRAL INDEX KEY: 0001184017
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-08864
FILM NUMBER: 19764771
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
0001184017
HILZINGER MATTHEW F
C/O USG CORPORATION
550 WEST ADAMS STREET
CHICAGO
IL
60661
0
1
0
0
Executive Vice President
Common Stock
2019-02-22
5
G
0
E
61770
0
D
0
D
Common Stock
2019-02-22
5
G
0
E
61770
0
A
97945
I
See Footnote
Common Stock
2019-04-24
4
D
0
97945
43.5
D
0
I
See Footnote
Market Share Units
2019-04-24
4
D
0
32244
43.5
D
Common Stock
0
D
Market Share Units
2019-04-24
4
D
0
32873
43.5
D
Common Stock
0
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 are the sole limited partners.
Shares were held by M&S Hilzinger Family, LP.
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