Sec Form 4 Filing - BERKSHIRE HATHAWAY INC @ USG CORP - 2014-04-04

Insider filing report for Changes in Beneficial Ownership
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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
BERKSHIRE HATHAWAY INC
2. Issuer Name and Ticker or Trading Symbol
USG CORP [ USG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
3555 FARNAM STREET
3. Date of Earliest Transaction (MM/DD/YY)
04/04/2014
(Street)
OMAHA, NE68131
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 04/04/2014 C 1,480,263 A $ 11.4 39,941,051 I See footnotes (2), (3), and (4) ( 2 ) ( 3 ) ( 4 )
Common Stock 04/07/2014 C 815,350 A $ 11.4 40,756,401 I See footnotes (2), (3), and (4) ( 2 ) ( 3 ) ( 4 )
Common Stock 04/11/2014 C 2,631,579 A $ 11.4 43,387,980 I See footnotes (2), (3), and (4) ( 2 ) ( 3 ) ( 4 )
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. Deemed 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
10% Contingent Convertible Senior Notes due 2018 ( 1 ) 04/04/2014 C 02/09/2009 11/30/2018 Common Stock 1,480,263 $ 16,875,000 $ 39,295,000 I See footnotes (2), (3), and (4) ( 2 ) ( 3 ) ( 4 )
10% Contingent Convertible Senior Notes due 2018 ( 1 ) 04/07/2014 C 02/09/2009 11/30/2018 Common Stock 815,350 $ 9,295,000 $ 30,000,000 I See footnotes (2), (3), and (4) ( 2 ) ( 3 ) ( 4 )
10% Contingent Convertible Senior Notes due 2018 ( 1 ) 04/11/2014 C 02/09/2009 11/30/2018 Common Stock 2,631,579 $ 30,000,000 $ 0 I See footnotes (2), (3), and (4) ( 2 ) ( 3 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BERKSHIRE HATHAWAY INC
3555 FARNAM STREET
OMAHA, NE68131
X
BUFFETT WARREN E
3555 FARNAM STREET
OMAHA, NE68131
X
NATIONAL INDEMNITY CO
3024 HARNEY STREET
OMAHA, NE68131
X
Signatures
/s/ Berkshire Hathaway Inc., by Marc D. Hamburg 04/14/2014
Signature of Reporting Person Date
/s/ Warren E. Buffett 04/14/2014
Signature of Reporting Person Date
/s/ National Indemnity Company, by Marc D. Hamburg 04/14/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The 10% Contingent Convertible Senior Notes due 2018 ("Notes") were convertible into shares of USG Common Stock, $0.10 par value ("Shares"), at an initial conversion price of $11.40 per share, subject to adjustment under certain circumstances.
( 2 )Following the transactions reported on this Form 4, the Shares are owned by four subsidiaries of Berkshire Hathaway Inc. ("Berkshire") as follows: National Indemnity Company ("NICO") (17,072,192 Shares), Berkshire Hathaway Life Insurance Company of Nebraska ("BH Nebraska") (14,035,088 Shares), Berkshire Hathaway Assurance Corporation ("BH Assurance") (7,894,736 Shares) and General Re Life Corporation ("General Re Life") (4,385,964 Shares).
( 3 )$30 million aggregate principal amount of Notes held by BH Nebraska were converted into 2,631,579 Shares, $16,875,000 aggregate principal amount of Notes held by BH Assurance were converted into 1,480,263 Shares and $9,295,000 aggregate principal amount of Notes held by General Re Life were converted into 815,350 Shares. Such conversions occurred following receipt of notice of redemption of the converted Notes.
( 4 )As Berkshire and NICO are each in the chain of ownership of BH Nebraska and BH Assurance, each of Berkshire and NICO may be deemed presently to both beneficially own and have a pecuniary interest in the Shares presently owned by BH Nebraska and BH Assurance. As Berkshire is in the chain of ownership of General Re Life, Berkshire may be deemed presently to both beneficially own and have a pecuniary interest in the Shares presently owned by General Re Life. Warren E. Buffett, as controlling shareholder of Berkshire, may be deemed presently to beneficially own, but only to the extent he has a pecuniary interest in, the Shares presently owned by BH Nebraska, BH Assurance and General Re Life. Mr. Buffett disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

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