CORNING INC /NY — Director's Dealing 2020

May 19, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CORNING INC /NY (GLW)
CIK: 0000024741
Period of Report: 2020-05-15

Reporting Person: France Robert P. (Senior VP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-15	Common Stock	S	2140	$19.6438	Disposed	30000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-15	Restricted Stock Unit	$	A	1985	Acquired		Common Stock (1985)	Direct
2020-05-15	Stock Options (Right to Buy)	$19.65	A	9925	Acquired	2030-05-15	Common Stock (9925)	Direct
2020-05-15	Restricted Stock Unit	$	A	14886	Acquired		Common Stock (14886)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Unit	$		Common Stock (4422)	4422	Direct
Restricted Stock Unit	$		Common Stock (11774)	11774	Direct
Restricted Stock Unit	$		Common Stock (3700)	3700	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.49 to $19.80, 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.

F2: Each restricted stock unit represents a contingent right to receive one share of Corning Incorporated Common Stock.

F3: 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%).

F4: 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.

F5: 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.

F6: The options will vest ratably over three years from grant date.

F7: As part of a series of actions to preserve cash, the reporting person is receiving restricted stock units in lieu of the 2020 management cash performance bonus plan (Performance Incentive Plan, or PIP).

F8: 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.

F9: 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.

F10: 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.