Edgar Filing: USG CORP

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 Banas Kenneth R.

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2015

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

(Last)

(First)

(Middle)

C/O USG CORPORATION,Â 550 WEST ADAMS

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
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	7,381 ⁽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⁾	08/08/2016	Common Stock	2,100	$ 46.17	D	Â
Employee Stock Option (Right to Buy)	Â ⁽²⁾	03/23/2017	Common Stock	1,745	$ 49.61	D	Â
Employee Stock Option (Right to Buy)	Â ⁽²⁾	02/13/2018	Common Stock	3,025	$ 34.67	D	Â
Employee Stock Option (Right to Buy)	Â ⁽²⁾	02/11/2019	Common Stock	3,571	$ 6.86	D	Â
Employee Stock Option (Right to Buy)	Â ⁽²⁾	02/10/2020	Common Stock	4,137	$ 11.98	D	Â
Employee Stock Option (Right to Buy)	Â ⁽³⁾	02/09/2021	Common Stock	2,443	$ 18.99	D	Â
Employee Stock Option (Right to Buy)	Â ⁽⁴⁾	02/08/2022	Common Stock	3,121	$ 14.76	D	Â
Market Share Units	Â ⁽⁵⁾	12/31/2015	Common Stock	1,768	$ ⁽⁶⁾	D	Â
Market Share Units	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	2,323	$ ⁽⁶⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Banas Kenneth R. C/O USG CORPORATION 550 WEST ADAMS CHICAGO,Â ILÂ 60661	Â	Â	Â Vice President	Â

Signatures

/s/ Jessica A. Garascia, Attorney-In-Fact		01/05/2015
^**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 2,985 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)	This option is 75% vested. The balance vests on February 9, 2015.
(4)	This option is 50% vested. The balance vests in two equal annual installments beginning on February 8, 2015.
(5)	The market share units will be earned, if at all, one-half on December 31, 2014, and one-half on December 31, 2015, in each case if predetermined market price targets of Issuer's common stock are attained.
(6)	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 Issuer's common stock achieving certain predefined market price levels during pre-determined intervals and continued employment.
(7)	Generally, the market shares unit will be earned, if at all, on the fifteenth day in 2017 on which the New York Stock Exchange is open for trading if pre-determined market price targets of Issuer's common stock are attained, provided that the reporting person remains continuously employed by the Issuer or a subsidiary through December 31, 2016.

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