Edgar Filing: Holmes Joseph W

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Holmes Joseph W

2. Date of Event Requiring Statement (Month/Day/Year)
11/08/2017

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

(Last)

(First)

(Middle)

C/O USG CORPORATION,Â 550 WEST ADAMS STREET

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Senior Vice President

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

CHICAGO,Â ILÂ 60661

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	21,600 ⁽¹⁾	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	Â ⁽²⁾	02/13/2018	Common Stock	2,570	$ 34.67	D	Â
Employee Stock Option (Right to Buy)	Â ⁽²⁾	02/10/2020	Common Stock	2,337	$ 11.98	D	Â
Employee Stock Option (Right to Buy)	Â ⁽²⁾	02/09/2021	Common Stock	2,412	$ 18.99	D	Â
Employee Stock Option (Right to Buy)	Â ⁽²⁾	02/08/2022	Common Stock	3,082	$ 14.76	D	Â
Market Share Units	Â ⁽³⁾	Â ⁽³⁾	Common Stock	2,105	$ ⁽⁴⁾	D	Â
Market Share Units	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	4,934	$ ⁽⁴⁾	D	Â
Market Share Units	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Stock	3,547	$ ⁽⁴⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Holmes Joseph W C/O USG CORPORATION 550 WEST ADAMS STREET CHICAGO,Â ILÂ 60661	Â	Â	Â Senior Vice President	Â

Signatures

/s/ Jonathan Dorfman, Attorney-In-Fact		11/13/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Includes 15,000 restricted stock units that vest over time. Each unit represents the right to receive one share of common stock.
(2)	This option is 100% vested.
(3)	Generally, the Market Share Units will be earned, if at all, once the Board certifies that pre-determined market price targets of the Issuer's common stock are attained, provided that the reporting person remains continuously employed by the Issuer or a subsidiary through December 31, 2017.
(4)	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 Issuer's common stock achieving certain pre-defined market price levels during the performance period and continued employment.
(5)	Generally, the Market Share Units will be earned, if at all, once the Board certifies that pre-determined market price targets of the Issuer's common stock are attained, provided that the reporting person remains continuously employed by the Issuer or a subsidiary through December 31, 2018.
(6)	Generally, the Market Share Units will be earned, if at all, once the Board certifies that pre-determined market price targets of the Issuer's common stock are attained, provided that the reporting person remains continuously employed by the Issuer or a subsidiary through December 31, 2019.

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