Filing Details
- Accession Number:
- 0001104659-18-029329
- Form Type:
- 13D Filing
- Publication Date:
- 2018-05-01 15:49:26
- Filed By:
- Gebr. Knauf Verwaltungsgesellschaft Kg
- Company:
- Usg Corp (NYSE:USG)
- Filing Date:
- 2018-05-01
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Entities Only Gebr. Knauf KG | 14,757,258 | 0 | 14,757,258 | 0 | 14,757,258 | 10.6% |
| Entities Only C G Verwaltungs GmbH | 14,757,258 | 0 | 14,757,258 | 0 | 14,757,258 | 10.6% |
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| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 15)
USG Corporation
(Name of Issuer)
Common Stock, Par Value $0.10 Per Share
(Title of Class of Securities)
90329405
(CUSIP Number)
Jorg Schanow, LL.M.
General Counsel
Gebr. Knauf KG
Am Bahnhof 7
97346 Iphofen
Federal Republic of Germany
(49) 9329-31-1091
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 1, 2018
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (Securities Exchange Act) or otherwise subject to the liabilities of that section of the Securities Exchange Act but shall be subject to all other provisions of the Securities Exchange Act.
(Continued on following pages)
| CUSIP No. 90329405 | 13D |
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| 1 | Names of Reporting Persons | |||
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| 2 | Check the Appropriate Box if a Member of a Group | |||
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| (a) | o | ||
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| 3 | SEC Use Only | |||
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| 4 | Source of Funds | |||
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| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
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| 6 | Citizenship or Place of Organization | |||
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| Number of | 7 | Sole Voting Power | |||
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| 8 | Shared Voting Power | ||||
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| 9 | Sole Dispositive Power | ||||
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| 10 | Shared Dispositive Power | ||||
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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| 13 | Percent of Class Represented by Amount in Row (11) | |||
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| 14 | Type of Reporting Person | |||
* Based on 139,652,659 shares of the Common Stock outstanding as of March 31, 2018, as reported in the Issuers Form 10-Q filed with the U.S. Securities and Exchange Commission on April 25, 2018, for the quarterly period ended March 31, 2018.
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| CUSIP No. 90329405 | 13D |
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| 1 | Names of Reporting Persons | |||
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| 2 | Check the Appropriate Box if a Member of a Group | |||
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| (a) | o | ||
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| (b) | o | ||
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| 3 | SEC Use Only | |||
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| 4 | Source of Funds | |||
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| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
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| 6 | Citizenship or Place of Organization | |||
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| Number of | 7 | Sole Voting Power | |||
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| 8 | Shared Voting Power | ||||
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| 9 | Sole Dispositive Power | ||||
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| 10 | Shared Dispositive Power | ||||
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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| 13 | Percent of Class Represented by Amount in Row (11) | |||
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| 14 | Type of Reporting Person | |||
* Based on 139,652,659 shares of the Common Stock outstanding as of March 31, 2018, as reported in the Issuers Form 10-Q filed with the U.S. Securities and Exchange Commission on April 25, 2018, for the quarterly period ended March 31, 2018.
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This is Amendment No. 15 to the Schedule 13D filed by certain of the Reporting Persons with the Securities and Exchange Commission on October 27, 2000, as subsequently amended (the Schedule 13D), with respect to the shares of Common Stock, par value $0.10 per share (Common Stock), of USG Corporation (the Issuer). Capitalized terms used herein without definition have the meanings assigned to such terms in the Schedule 13D.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On May 1, 2018, Gebr. Knauf KG (Knauf) issued a press release commenting on USG Corporations willingness to enter into a confidentiality agreement to facilitate discussions regarding Knaufs $42 per share cash offer. A copy of this press release is attached as Exhibit 99.1 and incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits. |
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| 99.1 | Press Release dated May 1, 2018. |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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| May 1, 2018 |
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| GEBR. KNAUF KG |
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| /s/ Alexander Knauf |
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| Alexander Knauf |
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| General Partner |
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| C & G VERWALTUNGS GMBH |
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| /s/ Jörg Schanow |
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| Jörg Schanow |
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| General Manager |
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