Amended Statement of Changes in Beneficial Ownership (4/a)
17 Junho 2020 - 5:16PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
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Morse David L |
2. Issuer Name and Ticker or Trading Symbol
CORNING INC /NY
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GLW
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Exec. VP & Chief Tech. Officer |
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(Last)
(First)
(Middle)
ONE RIVERFRONT PLAZA |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/15/2020 |
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(Street)
CORNING, NY 14831
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
5/19/2020 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Restricted Stock Unit | (1) | 5/15/2020 | | A | | 3185 (2) | | (3) | (3) | Common Stock | 3185 | $0 | 3185 | D | |
| Stock Options (Right to Buy) | $19.65 | 5/15/2020 | | A | | 15925 (4) | | (5) | 5/15/2030 | Common Stock | 15925 | $0 | 15925 | D | |
| Restricted Stock Unit | (1) | 5/15/2020 | | A | | 15 (6) | | (7) | (7) | Common Stock | 15 | $0 | 15 | I | Held by Spouse (8) |
| Stock Options (Right to Buy) | $19.65 | 5/15/2020 | | A | | 75 (9) | | (5) | 5/15/2030 | Common Stock | 75 | $0 | 75 | I | Held by Spouse (8) |
| Restricted Stock Unit | (1) | 5/15/2020 | | A | | 52 (10) | | (7) | (7) | Common Stock | 52 | $0 | 52 | I | Held by Spouse (8) |
| Restricted Stock Unit | (1) | | | | | | | (11) | (11) | Common Stock | 19777 | | 19777 | D | |
| Restricted Stock Unit | (1) | | | | | | | (12) | (12) | Common Stock | 16749 | | 16749 | D | |
| Restricted Stock Unit | (1) | | | | | | | (13) | (13) | Common Stock | 37677 | | 37677 | D | |
| Explanation of Responses: |
| (1) | Each restricted stock unit represents a contingent right to receive one share of Corning Incorporated Common Stock. |
| (2) | As part of a series of actions to preserve cash, the reporting person is receiving equity in lieu of 30% of his/her base salary for the period of June 1, 2020 through December 31, 2020. The equity is comprised of restricted stock units (50%) and stock options (50%). |
| (3) | The restricted stock units will vest ratably over three years from grant date. Vested shares will be delivered to the reporting person within sixty (60) days after vesting. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to the vesting dates. |
| (4) | As part of a series of actions to preserve cash, the reporting person is receiving equity in lieu of 30% of his/her base salary for the period of June 1, 2020 through December 31, 2020. The equity is comprised of restricted stock units (50%) and stock options (50%). The number of options granted was determined by dividing the cash compensation by the Black-Scholes value of a single option calculated as of the date of grant. |
| (5) | The options will vest ratably over three years from grant date. |
| (6) | As part of a series of actions to preserve cash, the spouse of the reporting person is receiving equity in lieu of 5% of her base salary for the period of June 1, 2020 through December 31, 2020. The equity is comprised of restricted stock units (50%) and stock options (50%). |
| (7) | The restricted stock units will vest ratably over three years from grant date. Vested shares will be delivered to the spouse of the reporting person within sixty (60) days after vesting. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to the vesting dates. |
| (8) | The Reporting Person disclaims beneficial ownership of all securities held by spouse. |
| (9) | As part of a series of actions to preserve cash, the spouse of the reporting person is receiving equity in lieu of 5% of her base salary for the period of June 1, 2020 through December 31, 2020. The equity is comprised of restricted stock units (50%) and stock options (50%). The number of options granted was determined by dividing the cash compensation by the Black-Scholes value of a single option calculated as of the date of grant. |
| (10) | As part of a series of actions to preserve cash, the spouse of the reporting person is receiving restricted stock units in lieu of the 2020 management cash performance bonus plan (Performance Incentive Plan, or PIP). |
| (11) | The Restricted Stock Units vest 100% on April 15, 2021. Vested shares will be delivered to the reporting person within thirty (30) days after April 15, 2021. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to April 15, 2021. |
| (12) | The Restricted Stock Units vest 100% on April 15, 2022. Vested shares will be delivered to the reporting person within thirty (30) days after April 15, 2022. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to April 15, 2022. |
| (13) | The Restricted Stock Units vest 100% on April 14, 2023. Vested shares will be delivered to the reporting person within thirty (30) days after April 14, 2023. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to April 14, 2023. |
Remarks:
This amendment to the Statement of Changes in Beneficial Ownership of Securities on Form 4 filed with the Securities and Exchange Commission on May 19, 2020, is being filed to correct the original Form 4 filing by including the grants of Restricted Stock Units (67) and Stock Options (75) to the Reporting Person's Spouse, which were inadvertently omitted from the original Form 4 filing. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Morse David L
ONE RIVERFRONT PLAZA
CORNING, NY 14831 |
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| Exec. VP & Chief Tech. Officer |
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Signatures
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| Linda E. Jolly, Power of Attorney | | 6/17/2020 |
| **Signature of Reporting Person | Date |
Corning (NYSE:GLW)
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