CORNING INC /NY — Director's Dealing 2021

May 19, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CORNING INC /NY (GLW)
CIK: 0000024741
Period of Report: 2021-05-17

Reporting Person: WEEKS WENDELL P (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-17	Common Stock	M	2902	—	Acquired	45637	Direct
2021-05-17	Common Stock	M	37705	—	Acquired	83342	Direct
2021-05-17	Common Stock	F	19887	$44.19	Disposed	63455	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-17	Restricted Stock Unit	$	M	2902	Disposed		Common Stock (2902)	Direct
2021-05-17	Performance Share Unit	$	M	37705	Disposed		Common Stock (37705)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	726847	Indirect
Common Stock	6372.1524	Indirect
Common Stock	9200	Indirect
Common Stock	10502.0657	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Share Unit	$		Common Stock (120384)	120384	Direct
Restricted Stock Unit	$		Common Stock (69052)	69052	Direct
Restricted Stock Unit	$		Common Stock (147612)	147612	Direct
Restricted Stock Unit	$		Common Stock (79450)	79450	Direct

Footnotes

F1: The Reporting Person disclaims beneficial ownership of all securities held by spouse.

F2: The Reporting Person disclaims beneficial ownership of all securities held by wife.

F3: Each restricted stock unit represents a contingent right to receive one share of Corning Incorporated Common Stock.

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: Each Performance Share Unit represents a contingent right to receive one share of GLW common stock.

F6: Performance Share Units were earned February 3, 2021 per Compensation Committee decision that performance criteria were satisfied for fiscal year 2020 pursuant to the May 2020 agreement. Earned units remain restricted until vesting. The earned units will vest ratably over 3 years from the grant date and convert to GLW common stock, subject to service-based vesting requirement.

F7: Performance Share Units were earned February 3, 2021 per Compensation Committee decision that performance criteria were satisfied for fiscal year 2020 pursuant to the April 2020 agreement. Earned units remain restricted until April 14, 2023, when they vest and convert to GLW common stock, subject to service-based vesting requirement.

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, 2024. Vested shares will be delivered to the reporting person within thirty (30) days after April 15, 2024. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to April 15, 2024.