Sec Form 4 Filing - FERGUSON STANLEY L @ USG CORP - 2015-02-11

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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1. Name and Address of Reporting Person FERGUSON STANLEY L 2. Issuer Name and Ticker or Trading Symbol USG CORP [ USG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) C/O USG CORPORATION, 550 WEST ADAMS STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/11/2015 (Street) CHICAGO, IL60661 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/11/2015 A 25,272 A $ 0 156,937 D Common Stock 02/11/2015 F 8,621 ( 1 ) D $ 27.74 148,316 D Common Stock 02/11/2015 M 7,311 ( 2 ) A $ 0 155,627 D Common Stock 02/11/2015 F 2,274 ( 3 ) D $ 27.74 153,353 D Common Stock 02/13/2015 S 10,000 D $ 29.052 ( 4 ) 143,353 D Common Stock 286.947 I By 401(K) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. D eemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Market Share Units ( 2 ) 02/11/2015 M 8,008 ( 2 ) ( 2 ) Common Stock ( 2 ) $ 0 8,008 D Market Share Units ( 5 ) 02/11/2015 A 20,335 ( 6 ) ( 6 ) Common Stock 20,335 $ 0 20,335 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FERGUSON STANLEY L C/O USG CORPORATION 550 WEST ADAMS STREET CHICAGO, IL60661 Executive Vice President Signatures /s/ Jessica A. Garascia, Attorney-In-Fact 02/13/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares withheld to satisfy tax withholding obligation with respect to performance shares that became earned. ( 2 )These Market Share Units were granted on February 13, 2013. The Board of Directors (the "Board") certified performance of half of the Market Share Units on February 11, 2015 and USG Corporation (the "Company") issued to the reporting person .913 Common Shares of the Company for each half of the Market Share Units originally granted, based on the closing prices of Common Shares of the Company on the New York Stock Exchange for each trading day in December 2014. ( 3 )Shares withheld to satisfy tax withholding obligation with respect to Market Share Units that became earned. ( 4 )The per share sales price for the common stock sold in the reported transaction ranged from $29.00 to $29.0521. The reporting person will provide upon request by the Commission staff, the Company, or a security holder of the Company full information regarding the number of shares sold at each price. ( 5 )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 the Company's common stock achieving certain pre-defined market price levels during pre-determined intervals and continued employment. ( 6 )Generally, the Market Share Units will be earned, if at all, once the Board certifies that pre-determined market price targets of the Company's common stock are attained, provided that the reporting person remains continuously employed by the Company or a subsidiary through December 31, 2017.

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 4(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).

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