Corning Incorporated : Initial Statement of Beneficial Ownership

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF

SECURITIES

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the

Investment Company Act of 1940

1. Name and Address of Reporting Person *

2. Date of Event Requiring

3. Issuer Name and Ticker or Trading Symbol

Statement (MM/DD/YYYY)

France Robert P.

6/5/2019

CORNING INC /NY [GLW]

(Last)

(First)

(Middle)

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

ONE RIVERFRONT PLAZA

_____ Director

_____ 10% Owner

___ X ___ Officer (give title below)

_____ Other (specify below)

Senior VP, Human Resources /

(Street)

5. If Amendment, Date

6. Individual or Joint/Group Filing (Check Applicable Line)

CORNING, NY 14831

Original Filed (MM/DD/YYYY)

_ 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

2. Amount of Securities

3. Ownership

4. Nature of Indirect Beneficial Ownership

(Instr. 4)

Beneficially Owned

Form: Direct

(Instr. 5)

(Instr. 4)

(D) or Indirect

(I)

(Instr. 5)

Common Stock

0

D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security

2. Date Exercisable and

3. Title and Amount of

4. Conversion

5. Ownership

6. Nature of Indirect

(Instr. 4)

Expiration Date

Securities Underlying

or Exercise

Form of

Beneficial Ownership

(MM/DD/YYYY)

Derivative Security

Price of

Derivative

(Instr. 5)

(Instr. 4)

Derivative

Security:

Security

Direct (D) or

Date

Expiration

Title

Amount or

Indirect (I)

Exercisable

Date

Number of

(Instr. 5)

Shares

Restricted Stock Unit

(1)

(1)

Common

3241

(2)

D

Stock

Restricted Stock Unit

(3)

(3)

Common

4422

(2)

D

Stock

Restricted Stock Unit

(4)

(4)

Common

3700

(2)

D

Stock

Stock Options (Right to Buy)

3/31/2019

3/31/2026

Common

2094

$20.89

D

Stock

Stock Options (Right to Buy)

4/29/2019

4/29/2026

Common

2343

$18.67

D

Stock

Stock Options (Right to Buy)

5/31/2019

5/31/2026

Common

2094

$20.89

D

Stock

Stock Options (Right to Buy)

3/31/2020

3/31/2027

Common

5834

$27.00

D

Stock

Stock Options (Right to Buy)

4/2/2021

4/2/2028

Common

6660

$27.03

D

Stock

Stock Options (Right to Buy)

4/1/2022

4/1/2029

Common

8844

$33.92

D

Stock

Explanation of Responses:

1. The Restricted Stock Units vest 100% on April 15, 2020. Vested shares will be delivered to the reporting person within thirty (30) days after April 15, 2020. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to April 15, 2020.
2. Each restricted stock unit represents a contingent right to receive one share of Corning Incorporated Common Stock.
3. 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.
4. 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.

Reporting Owners

Reporting Owner Name / Address	Relationships
Director 10% OwnerOfficer	Other

France Robert P.

ONE RIVERFRONT PLAZASenior VP, Human Resources

CORNING, NY 14831

Signatures
Linda E. Jolly, Power of Attorney	6/13/2019
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

• 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).
  Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control

number.

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Melissa J. Gambol, Linda E. Jolly, and Lewis A. Steverson signing singly, his true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned the application for EDGAR Form ID that is used to facilitate electronic filings with the Securities and Exchange

Commission;

(2) execute for and on behalf of the undersigned Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities and Exchange Act of 1934 and the rules

thereunder;

(3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Form 3, 4 or 5

and the timely filing of such form with the United States Securities and Exchange Commission and any other authority; and

(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in- fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the right and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. Unless earlier revoked in a signed writing, the undersigned grants such power and authority to remain in effect until such time as he or she is no longer required to file Forms 3, 4 or 5.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of May, 2019.

/s/Robert P. France