CORNING INC /NY — Director's Dealing 2014

Feb 19, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CORNING INC /NY (GLW)
CIK: 0000024741
Period of Report: 2014-02-14

Reporting Person: FLAWS JAMES B (Director, VICE CHAIRMAN & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-14	Common Stock	M	40369	—	Acquired	368768	Direct
2014-02-14	Common Stock	F	19870	$19.11	Disposed	348898	Direct
2014-02-18	Common Stock	S	20499	$19.1584	Disposed	320774	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-14	Restricted Stock Unit	$	M	40369	Disposed		Common Stock (40369)	Direct

Footnotes

F1: Each restricted stock unit represented a contingent right to receive one share of Corning Incorporated Common Stock.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.14 to $19.18, inclusive. The reporting person undertakes to provide to Corning Incorporated, any security holder of Corning Incorporated, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth previously in this footnote.

F3: Earned Restricted Stock Units awarded January 3, 2011 remained restricted until February 14, 2014, when they vested and converted into GLW common stock per terms of January 2011 Agreement approved by Compensation Committee.