Sec Form 4 Filing - McRae Lawrence D @ CORNING INC /NY - 2022-05-16

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 McRae Lawrence D 2. Issuer Name and Ticker or Trading Symbol CORNING INC /NY [ GLW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Vice Chairman & Corp. Dev. Off (Last) (First) (Middle) ONE RIVERFRONT PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 05/16/2022 (Street) CORNING, NY14831 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 05/16/2022 M 11,910 A $ 0 151,746 D Common Stock 05/16/2022 M 1,213 A $ 0 152,959 D Common Stock 05/16/2022 F 6,701 D $ 35.2 146,258 D Common Stock 760.4478 I Held By Wife - Emp. Benefit Plan( 1 ) Common Stock 5,667.1975 I Trustee U/employee Benefit 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. 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 Performance Share Unit ( 2 ) 05/16/2022 M 11,910 ( 3 ) ( 3 ) Common Stock 11,910 $ 0 11,910 D Restricted Stock Unit ( 4 ) 05/16/2022 M 1,213 ( 5 ) ( 5 ) Common Stock 1,213 $ 0 1,213 D Restricted Stock Unit ( 4 ) ( 6 ) ( 6 ) Common Stock 38,423 38,423 D Performance Share Unit ( 2 ) ( 7 ) ( 7 ) Common Stock 61,892 61,892 D Restricted Stock Unit ( 4 ) ( 8 ) ( 8 ) Common Stock 16,851 16,851 D Performance Share Unit ( 2 ) ( 9 ) ( 9 ) Common Stock 13,468 13,468 D Restricted Stock Unit ( 4 ) ( 10 ) ( 10 ) Common Stock 21,452 21,452 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McRae Lawrence D ONE RIVERFRONT PLAZA CORNING, NY14831 Vice Chairman & Corp. Dev. Off Signatures Linda E. Jolly, Power of Attorney 05/18/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person disclaims beneficial ownership of all securities held by spouse. ( 2 )Each Performance Share Unit represents a contingent right to receive one share of Corning Incorporated Common Stock. ( 3 )Performance Share Units were earned February 3, 2021 per Compensation Committee decision that performance criteria were satisfied for fiscal year 2020 pursuant to the 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. ( 4 )Each restricted stock unit represents a contingent right to receive one share of Corning Incorporated Common Stock. ( 5 )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. ( 6 )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. ( 7 )Earned performance share units remain restricted until April 14, 2023, when they vest and convert to GLW common stock, subject to service-based vesting requirement. ( 8 )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. ( 9 )Earned performance share units remain restricted until April 15, 2024, when they vest and convert to GLW common stock, subject to service-based vesting requirement. ( 10 )The Restricted Stock Units vest 100% on April 15, 2025. Ves ted shares will be delivered to the reporting person within thirty (30) days after April 15, 2025. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to April 15, 2025.

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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