HILZINGER MATTHEW F

SEC source: 0000897069-26-000868 · form4.xml · derivative · entry 1

HILZINGER MATTHEW F · CIK 0001184017 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 49,533

Underlying: Common Stock · 17,424 shares

Expires not disclosed

F1 · derivative.exercise_price: Deferred common stock units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, the shares of common stock underlying the common stock units are payable to the reporting person, on a one-for-one basis (i.e., one share of common stock for each common stock unit), upon separation from service as a director.

F1 · derivative.exercise_date: Deferred common stock units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, the shares of common stock underlying the common stock units are payable to the reporting person, on a one-for-one basis (i.e., one share of common stock for each common stock unit), upon separation from service as a director.

F1 · derivative.expiration_date: Deferred common stock units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, the shares of common stock underlying the common stock units are payable to the reporting person, on a one-for-one basis (i.e., one share of common stock for each common stock unit), upon separation from service as a director.

SEC source: 0000897069-25-000863 · form4.xml · derivative · entry 1

HILZINGER MATTHEW F · CIK 0001184017 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 32,129

Underlying: Common Stock · 23,859 shares

Expires not disclosed

F1 · derivative.exercise_price: Deferred common stock units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, the shares of common stock underlying the common stock units are payable to the reporting person, on a one-for-one basis (i.e., one share of common stock for each common stock unit), upon separation from service as a director.

F1 · derivative.exercise_date: Deferred common stock units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, the shares of common stock underlying the common stock units are payable to the reporting person, on a one-for-one basis (i.e., one share of common stock for each common stock unit), upon separation from service as a director.

F1 · derivative.expiration_date: Deferred common stock units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, the shares of common stock underlying the common stock units are payable to the reporting person, on a one-for-one basis (i.e., one share of common stock for each common stock unit), upon separation from service as a director.

F2 · balance_after: Reflects the 1-for-30 reverse stock split effected by the Issuer on November 8, 2024.

SEC source: 0000897069-24-000960 · form4.xml · derivative · entry 1

HILZINGER MATTHEW F · CIK 0001184017 · Director

10b5-1 filing: Plan reported

Ownership: Direct

Disclosed balance after: 248,243

Underlying: Common Stock · 100,877 shares

Expires not disclosed

F1 · derivative.exercise_price: Deferred common stock units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, the shares of common stock underlying the common stock units are payable to the reporting person, on a one-for-one basis (i.e., one share of common stock for each common stock unit), upon separation from service as a director.

F1 · derivative.exercise_date: Deferred common stock units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, the shares of common stock underlying the common stock units are payable to the reporting person, on a one-for-one basis (i.e., one share of common stock for each common stock unit), upon separation from service as a director.

F1 · derivative.expiration_date: Deferred common stock units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, the shares of common stock underlying the common stock units are payable to the reporting person, on a one-for-one basis (i.e., one share of common stock for each common stock unit), upon separation from service as a director.

SEC source: 0000897069-23-000519 · form4.xml · derivative · entry 1

HILZINGER MATTHEW F · CIK 0001184017 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 147,366

Underlying: Common Stock · 48,936 shares

Expires not disclosed

F1 · derivative.exercise_price: Deferred common stock units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, the shares of common stock underlying the common stock units are payable to the reporting person, on a one-for-one basis (i.e., one share of common stock for each common stock unit), upon separation from service as a director.

F1 · derivative.exercise_date: Deferred common stock units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, the shares of common stock underlying the common stock units are payable to the reporting person, on a one-for-one basis (i.e., one share of common stock for each common stock unit), upon separation from service as a director.

F1 · derivative.expiration_date: Deferred common stock units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, the shares of common stock underlying the common stock units are payable to the reporting person, on a one-for-one basis (i.e., one share of common stock for each common stock unit), upon separation from service as a director.

SEC source: 0001567619-22-008390 · doc1.xml · derivative · entry 1

HILZINGER MATTHEW F · CIK 0001184017 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 98,430

Underlying: Common Stock · 13,441 shares

Expires not disclosed

F1 · derivative.exercise_price: Deferred common stock units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, the shares of common stock underlying the common stock units are payable to the reporting person, on a one-for-one basis (i.e., one share of common stock for each common stock unit), upon separation from service as a director.

F1 · derivative.exercise_date: Deferred common stock units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, the shares of common stock underlying the common stock units are payable to the reporting person, on a one-for-one basis (i.e., one share of common stock for each common stock unit), upon separation from service as a director.

F1 · derivative.expiration_date: Deferred common stock units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, the shares of common stock underlying the common stock units are payable to the reporting person, on a one-for-one basis (i.e., one share of common stock for each common stock unit), upon separation from service as a director.

F2 · balance_after: Balance reflects the 4/7/2022 vesting of 5,919 restricted stock units that were deferred by the reporting person.

SEC source: 0001567619-22-001895 · doc1.xml · derivative · entry 1

HILZINGER MATTHEW F · CIK 0001184017 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 79,070

Underlying: Common Stock · 1,197 shares

Expires not disclosed

F1 · derivative.exercise_price: Represents director retainer and committee fees paid in stock pursuant to the FuelCell Energy, Inc. 2021 Director Compensation Program. As such fees are being deferred pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan, deferred common stock units are being issued to the reporting person. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, the shares of common stock underlying the common stock units are payable to the reporting person, on a one-for-one basis (i.e., one share of common stock for each common stock unit), upon separation from service as a director.

F1 · derivative.exercise_date: Represents director retainer and committee fees paid in stock pursuant to the FuelCell Energy, Inc. 2021 Director Compensation Program. As such fees are being deferred pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan, deferred common stock units are being issued to the reporting person. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, the shares of common stock underlying the common stock units are payable to the reporting person, on a one-for-one basis (i.e., one share of common stock for each common stock unit), upon separation from service as a director.

F1 · derivative.expiration_date: Represents director retainer and committee fees paid in stock pursuant to the FuelCell Energy, Inc. 2021 Director Compensation Program. As such fees are being deferred pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan, deferred common stock units are being issued to the reporting person. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, the shares of common stock underlying the common stock units are payable to the reporting person, on a one-for-one basis (i.e., one share of common stock for each common stock unit), upon separation from service as a director.

SEC source: 0001567619-21-018414 · doc1.xml · derivative · entry 1

HILZINGER MATTHEW F · CIK 0001184017 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 77,873

Underlying: Common Stock · 801 shares

Expires not disclosed

F1 · derivative.exercise_price: Represents director retainer and committee fees paid in stock pursuant to the FuelCell Energy, Inc. 2021 Director Compensation Program. As such fees are being deferred pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan, deferred common stock units are being issued to the reporting person. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, the shares of common stock underlying the common stock units are payable to the reporting person, on a one-for-one basis (i.e., one share of common stock for each common stock unit), upon separation from service as a director.

F1 · derivative.exercise_date: Represents director retainer and committee fees paid in stock pursuant to the FuelCell Energy, Inc. 2021 Director Compensation Program. As such fees are being deferred pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan, deferred common stock units are being issued to the reporting person. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, the shares of common stock underlying the common stock units are payable to the reporting person, on a one-for-one basis (i.e., one share of common stock for each common stock unit), upon separation from service as a director.

F1 · derivative.expiration_date: Represents director retainer and committee fees paid in stock pursuant to the FuelCell Energy, Inc. 2021 Director Compensation Program. As such fees are being deferred pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan, deferred common stock units are being issued to the reporting person. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, the shares of common stock underlying the common stock units are payable to the reporting person, on a one-for-one basis (i.e., one share of common stock for each common stock unit), upon separation from service as a director.

F1 · balance_after: Represents director retainer and committee fees paid in stock pursuant to the FuelCell Energy, Inc. 2021 Director Compensation Program. As such fees are being deferred pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan, deferred common stock units are being issued to the reporting person. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, the shares of common stock underlying the common stock units are payable to the reporting person, on a one-for-one basis (i.e., one share of common stock for each common stock unit), upon separation from service as a director.

SEC source: 0001567619-21-013579 · doc1.xml · derivative · entry 1

HILZINGER MATTHEW F · CIK 0001184017 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 77,072

Underlying: Common Stock · 818 shares

Expires not disclosed

F1 · derivative.exercise_price: Represents director retainer and committee fees paid in stock pursuant to the FuelCell Energy, Inc. 2021 Director Compensation Program. As such fees are being deferred pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan, deferred common stock units are being issued to the reporting person. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, the shares of common stock underlying the common stock units are payable to the reporting person, on a one-for-one basis (i.e., one share of common stock for each common stock unit), upon separation from service as a director.

F1 · derivative.exercise_date: Represents director retainer and committee fees paid in stock pursuant to the FuelCell Energy, Inc. 2021 Director Compensation Program. As such fees are being deferred pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan, deferred common stock units are being issued to the reporting person. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, the shares of common stock underlying the common stock units are payable to the reporting person, on a one-for-one basis (i.e., one share of common stock for each common stock unit), upon separation from service as a director.

F1 · derivative.expiration_date: Represents director retainer and committee fees paid in stock pursuant to the FuelCell Energy, Inc. 2021 Director Compensation Program. As such fees are being deferred pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan, deferred common stock units are being issued to the reporting person. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, the shares of common stock underlying the common stock units are payable to the reporting person, on a one-for-one basis (i.e., one share of common stock for each common stock unit), upon separation from service as a director.

SEC source: 0001567619-21-008305 · doc1.xml · derivative · entry 1

HILZINGER MATTHEW F · CIK 0001184017 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 76,254

Underlying: Common Stock · 525 shares

Expires not disclosed

F1 · derivative.exercise_price: Represents director retainer and committee fees paid in stock pursuant to the FuelCell Energy, Inc. 2021 Director Compensation Program. As such fees are being deferred pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan, deferred common stock units are being issued to the reporting person. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, the shares of common stock underlying the common stock units are payable to the reporting person, on a one-for-one basis (i.e., one share of common stock for each common stock unit), upon separation from service as a director.

F1 · derivative.exercise_date: Represents director retainer and committee fees paid in stock pursuant to the FuelCell Energy, Inc. 2021 Director Compensation Program. As such fees are being deferred pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan, deferred common stock units are being issued to the reporting person. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, the shares of common stock underlying the common stock units are payable to the reporting person, on a one-for-one basis (i.e., one share of common stock for each common stock unit), upon separation from service as a director.

F1 · derivative.expiration_date: Represents director retainer and committee fees paid in stock pursuant to the FuelCell Energy, Inc. 2021 Director Compensation Program. As such fees are being deferred pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan, deferred common stock units are being issued to the reporting person. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, the shares of common stock underlying the common stock units are payable to the reporting person, on a one-for-one basis (i.e., one share of common stock for each common stock unit), upon separation from service as a director.

F2 · balance_after: Balance includes the April 8, 2021 vesting of restricted stock units previously awarded and reported, which the reporting person has elected to defer, as well as all other previously vested restricted stock units and common stock that the reporting person has elected to defer.

SEC source: 0001567619-21-007932 · doc1.xml · derivative · entry 1

HILZINGER MATTHEW F · CIK 0001184017 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,919

Underlying: Common Stock · 5,919 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of common stock or, at the election of the Compensation Committee, the cash value thereof.

F2 · derivative.exercise_date: These RSUs (i) vest on the date of the regularly scheduled annual meeting of the stockholders of the Company to be held in 2022, and (ii) are to be settled in cash or in shares of the Company's common stock, at the discretion of the Compensation Committee, as the administrator under the Plan. The reporting person has elected to defer receipt of the restricted stock units until the reporting person's separation from service as a director, subject to vesting requirements.

F2 · derivative.expiration_date: These RSUs (i) vest on the date of the regularly scheduled annual meeting of the stockholders of the Company to be held in 2022, and (ii) are to be settled in cash or in shares of the Company's common stock, at the discretion of the Compensation Committee, as the administrator under the Plan. The reporting person has elected to defer receipt of the restricted stock units until the reporting person's separation from service as a director, subject to vesting requirements.

SEC source: 0001567619-20-018002 · doc1.xml · derivative · entry 1

HILZINGER MATTHEW F · CIK 0001184017 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,993

Underlying: Common Stock · 8,993 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of common stock or, at the election of the Compensation Committee, the cash value thereof.

F2 · derivative.exercise_date: These RSUs (i) vest on the date of the regularly scheduled annual meeting of the stockholders of the Company to be held in 2021, and (ii) are to be settled in cash or in shares of the Company's common stock, at the discretion of the Compensation Committee, as the administrator under the Plan. The reporting person has elected to defer receipt of the restricted stock units until the reporting person's separation from service as a director, subject to vesting requirements.

F2 · derivative.expiration_date: These RSUs (i) vest on the date of the regularly scheduled annual meeting of the stockholders of the Company to be held in 2021, and (ii) are to be settled in cash or in shares of the Company's common stock, at the discretion of the Compensation Committee, as the administrator under the Plan. The reporting person has elected to defer receipt of the restricted stock units until the reporting person's separation from service as a director, subject to vesting requirements.

SEC source: 0001567619-20-011820 · doc1.xml · derivative · entry 2

HILZINGER MATTHEW F · CIK 0001184017 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 23,810

Underlying: Common Stock · 23,810 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of common stock or, at the election of the Compensation Committee, the cash value thereof.

F2 · derivative.exercise_date: The reporting person has elected to defer receipt of the restricted stock units until the reporting person's separation from service as a director, subject to vesting requirements.

F2 · derivative.expiration_date: The reporting person has elected to defer receipt of the restricted stock units until the reporting person's separation from service as a director, subject to vesting requirements.

SEC source: 0001567619-20-007994 · doc1.xml · derivative · entry 3

HILZINGER MATTHEW F · CIK 0001184017 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 14,367 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of common stock or, at the election of the Compensation Committee, the cash value thereof.

F2 · derivative.exercise_date: These restricted stock units (i) vest on the date of the regularly scheduled annual meeting of the stockholders of the Company to be held in 2020 and (ii) are to be settled in cash or in shares of FuelCell Energy common stock, at the discretion of the Compensation Committee.

F2 · derivative.expiration_date: These restricted stock units (i) vest on the date of the regularly scheduled annual meeting of the stockholders of the Company to be held in 2020 and (ii) are to be settled in cash or in shares of FuelCell Energy common stock, at the discretion of the Compensation Committee.

SEC source: 0001567619-20-007994 · doc1.xml · nonDerivative · entry 2

HILZINGER MATTHEW F · CIK 0001184017 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,396

SEC source: 0001567619-20-007994 · doc1.xml · nonDerivative · entry 1

HILZINGER MATTHEW F · CIK 0001184017 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,367

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001567619-20-008412 · doc1.xml · derivative · entry 2

HILZINGER MATTHEW F · CIK 0001184017 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 14,367 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of common stock or, at the election of the Compensation Committee, the cash value thereof.

F3 · derivative.exercise_date: These restricted stock units (i) vest on the date of the regularly scheduled annual meeting of the stockholders of the Company to be held in 2020 and (ii) are to be settled in cash or in shares of FuelCell Energy common stock, at the discretion of the Compensation Committee.

F3 · derivative.expiration_date: These restricted stock units (i) vest on the date of the regularly scheduled annual meeting of the stockholders of the Company to be held in 2020 and (ii) are to be settled in cash or in shares of FuelCell Energy common stock, at the discretion of the Compensation Committee.

SEC source: 0001567619-20-008412 · doc1.xml · nonDerivative · entry 1

HILZINGER MATTHEW F · CIK 0001184017 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,367

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · balance_after: The Form 4 filed on April 13, 2020 reported that shares were withheld upon the vesting of certain Director Restricted Stock Units. Because those shares were withheld due to an inadvertent error and the withholding transaction has been reversed, this amendment is being filed to remove the reference to such withholding transaction and to properly report the number of shares vested and held by the reporting person.

SEC source: 0000757011-19-000065 · primary_doc.xml · derivative · entry 5

HILZINGER MATTHEW F · CIK 0001184017 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F5 · derivative.exercise_price: Each Market Share Unit represented the right to receive one share of common stock assuming certain market price targets were achieved. Pursuant to the Merger Agreement, at the effective time of the merger, the Market Share Units held by the reporting person became fully vested and were converted into the right to receive a cash payment equal to the product of (i) the number of shares of the Company's common stock earned under such Market Share Unit, determined as of the effective time of the merger by substituting $43.50 for the market value per share, multiplied by (ii) the closing consideration.

F6 · derivative.exercise_price: These Market Share Units were granted on February 14, 2018 and were originally scheduled to be earned, if at all, once the Board of Directors of the Company certified that pre-determined market price targets of the Company's common stock had been attained, provided that the reporting person remained continuously employed by the Company or a subsidiary through December 31, 2020.

F5 · price: Each Market Share Unit represented the right to receive one share of common stock assuming certain market price targets were achieved. Pursuant to the Merger Agreement, at the effective time of the merger, the Market Share Units held by the reporting person became fully vested and were converted into the right to receive a cash payment equal to the product of (i) the number of shares of the Company's common stock earned under such Market Share Unit, determined as of the effective time of the merger by substituting $43.50 for the market value per share, multiplied by (ii) the closing consideration.

F5 · derivative.exercise_date: Each Market Share Unit represented the right to receive one share of common stock assuming certain market price targets were achieved. Pursuant to the Merger Agreement, at the effective time of the merger, the Market Share Units held by the reporting person became fully vested and were converted into the right to receive a cash payment equal to the product of (i) the number of shares of the Company's common stock earned under such Market Share Unit, determined as of the effective time of the merger by substituting $43.50 for the market value per share, multiplied by (ii) the closing consideration.

F6 · derivative.exercise_date: These Market Share Units were granted on February 14, 2018 and were originally scheduled to be earned, if at all, once the Board of Directors of the Company certified that pre-determined market price targets of the Company's common stock had been attained, provided that the reporting person remained continuously employed by the Company or a subsidiary through December 31, 2020.

F5 · derivative.expiration_date: Each Market Share Unit represented the right to receive one share of common stock assuming certain market price targets were achieved. Pursuant to the Merger Agreement, at the effective time of the merger, the Market Share Units held by the reporting person became fully vested and were converted into the right to receive a cash payment equal to the product of (i) the number of shares of the Company's common stock earned under such Market Share Unit, determined as of the effective time of the merger by substituting $43.50 for the market value per share, multiplied by (ii) the closing consideration.

F6 · derivative.expiration_date: These Market Share Units were granted on February 14, 2018 and were originally scheduled to be earned, if at all, once the Board of Directors of the Company certified that pre-determined market price targets of the Company's common stock had been attained, provided that the reporting person remained continuously employed by the Company or a subsidiary through December 31, 2020.

F5 · derivative.underlying_shares: Each Market Share Unit represented the right to receive one share of common stock assuming certain market price targets were achieved. Pursuant to the Merger Agreement, at the effective time of the merger, the Market Share Units held by the reporting person became fully vested and were converted into the right to receive a cash payment equal to the product of (i) the number of shares of the Company's common stock earned under such Market Share Unit, determined as of the effective time of the merger by substituting $43.50 for the market value per share, multiplied by (ii) the closing consideration.

F6 · derivative.underlying_shares: These Market Share Units were granted on February 14, 2018 and were originally scheduled to be earned, if at all, once the Board of Directors of the Company certified that pre-determined market price targets of the Company's common stock had been attained, provided that the reporting person remained continuously employed by the Company or a subsidiary through December 31, 2020.

SEC source: 0000757011-19-000065 · primary_doc.xml · derivative · entry 4

HILZINGER MATTHEW F · CIK 0001184017 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F4 · derivative.exercise_price: These Market Share Units were granted on February 8, 2017 and were originally scheduled to be earned, if at all, once the Board of Directors of the Company certified that pre-determined market price targets of the Company's common stock had been attained, provided that the reporting person remained continuously employed by the Company or a subsidiary through December 31, 2019.

F5 · derivative.exercise_price: Each Market Share Unit represented the right to receive one share of common stock assuming certain market price targets were achieved. Pursuant to the Merger Agreement, at the effective time of the merger, the Market Share Units held by the reporting person became fully vested and were converted into the right to receive a cash payment equal to the product of (i) the number of shares of the Company's common stock earned under such Market Share Unit, determined as of the effective time of the merger by substituting $43.50 for the market value per share, multiplied by (ii) the closing consideration.

F5 · price: Each Market Share Unit represented the right to receive one share of common stock assuming certain market price targets were achieved. Pursuant to the Merger Agreement, at the effective time of the merger, the Market Share Units held by the reporting person became fully vested and were converted into the right to receive a cash payment equal to the product of (i) the number of shares of the Company's common stock earned under such Market Share Unit, determined as of the effective time of the merger by substituting $43.50 for the market value per share, multiplied by (ii) the closing consideration.

F4 · derivative.exercise_date: These Market Share Units were granted on February 8, 2017 and were originally scheduled to be earned, if at all, once the Board of Directors of the Company certified that pre-determined market price targets of the Company's common stock had been attained, provided that the reporting person remained continuously employed by the Company or a subsidiary through December 31, 2019.

F5 · derivative.exercise_date: Each Market Share Unit represented the right to receive one share of common stock assuming certain market price targets were achieved. Pursuant to the Merger Agreement, at the effective time of the merger, the Market Share Units held by the reporting person became fully vested and were converted into the right to receive a cash payment equal to the product of (i) the number of shares of the Company's common stock earned under such Market Share Unit, determined as of the effective time of the merger by substituting $43.50 for the market value per share, multiplied by (ii) the closing consideration.

F4 · derivative.expiration_date: These Market Share Units were granted on February 8, 2017 and were originally scheduled to be earned, if at all, once the Board of Directors of the Company certified that pre-determined market price targets of the Company's common stock had been attained, provided that the reporting person remained continuously employed by the Company or a subsidiary through December 31, 2019.

F5 · derivative.expiration_date: Each Market Share Unit represented the right to receive one share of common stock assuming certain market price targets were achieved. Pursuant to the Merger Agreement, at the effective time of the merger, the Market Share Units held by the reporting person became fully vested and were converted into the right to receive a cash payment equal to the product of (i) the number of shares of the Company's common stock earned under such Market Share Unit, determined as of the effective time of the merger by substituting $43.50 for the market value per share, multiplied by (ii) the closing consideration.

F4 · derivative.underlying_shares: These Market Share Units were granted on February 8, 2017 and were originally scheduled to be earned, if at all, once the Board of Directors of the Company certified that pre-determined market price targets of the Company's common stock had been attained, provided that the reporting person remained continuously employed by the Company or a subsidiary through December 31, 2019.

F5 · derivative.underlying_shares: Each Market Share Unit represented the right to receive one share of common stock assuming certain market price targets were achieved. Pursuant to the Merger Agreement, at the effective time of the merger, the Market Share Units held by the reporting person became fully vested and were converted into the right to receive a cash payment equal to the product of (i) the number of shares of the Company's common stock earned under such Market Share Unit, determined as of the effective time of the merger by substituting $43.50 for the market value per share, multiplied by (ii) the closing consideration.

SEC source: 0000757011-19-000065 · primary_doc.xml · nonDerivative · entry 3

HILZINGER MATTHEW F · CIK 0001184017 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

F3 · price: Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 10, 2018, by and among USG Corporation (the "Company"), Gebr. Knauf KG and World Cup Acquisition Corporation, at the effective time of the merger, each share of the Company's common stock and each restricted stock unit held by the reporting person was converted into the right to receive $43.50 in cash, without interest (the "closing consideration").

F2 · ownership.nature: Shares were held by M&S Hilzinger Family, LP.

SEC source: 0001225208-19-006568 · doc4.xml · derivative · entry 2

HILZINGER MATTHEW F · CIK 0001184017 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 172,414

Underlying: Common Stock · 172,414 shares

Expires not disclosed

F2 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of common stock or, at the election of the Compensation Committee, the cash value thereof.

F3 · derivative.exercise_date: These restricted stock units (i) vest on the date of the regularly scheduled annual meeting of the stockholders of the Company to be held in 2020 and (ii) are to be settled in cash or in shares of FuelCell Energy common stock, at the discretion of the Compensation Committee.

F3 · derivative.expiration_date: These restricted stock units (i) vest on the date of the regularly scheduled annual meeting of the stockholders of the Company to be held in 2020 and (ii) are to be settled in cash or in shares of FuelCell Energy common stock, at the discretion of the Compensation Committee.

SEC source: 0001225208-19-006568 · doc4.xml · derivative · entry 1

HILZINGER MATTHEW F · CIK 0001184017 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 224,138

Underlying: Common Stock · 224,138 shares

Expires not disclosed

F1 · derivative.exercise_price: Deferred common stock units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, each common stock unit is the economic equivalent of one share of FuelCell Energy common stock, payable to the reporting person in cash upon separation from service as a director.

F1 · derivative.exercise_date: Deferred common stock units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, each common stock unit is the economic equivalent of one share of FuelCell Energy common stock, payable to the reporting person in cash upon separation from service as a director.

F1 · derivative.expiration_date: Deferred common stock units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, each common stock unit is the economic equivalent of one share of FuelCell Energy common stock, payable to the reporting person in cash upon separation from service as a director.

SEC source: 0000757011-19-000065 · primary_doc.xml · nonDerivative · entry 2

HILZINGER MATTHEW F · CIK 0001184017 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 97,945

F1 · kind: The reporting person transferred these shares to M&S Hilzinger Family, LP, a limited partnership of which the reporting person and his wife, through their ownership in M&S Hilzinger Family GP, LLC, are the sole general partners and of which the reporting person and his wife are the sole limited partners.

F2 · ownership.nature: Shares were held by M&S Hilzinger Family, LP.

SEC source: 0000757011-19-000065 · primary_doc.xml · nonDerivative · entry 1

HILZINGER MATTHEW F · CIK 0001184017 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F1 · kind: The reporting person transferred these shares to M&S Hilzinger Family, LP, a limited partnership of which the reporting person and his wife, through their ownership in M&S Hilzinger Family GP, LLC, are the sole general partners and of which the reporting person and his wife are the sole limited partners.

SEC source: 0000757011-19-000021 · primary_doc.xml · derivative · entry 6

HILZINGER MATTHEW F · CIK 0001184017 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: As previously disclosed, on November 8, 2018, the Board of Directors (the "Board") of USG Corporation (the "Company") approved the acceleration of the vesting of 90% of the Market Share Units and Performance Shares granted to the reporting person in 2016, as determined based on achievement of specified performance metrics, that were otherwise scheduled to vest between January 1, 2019 and March 30, 2019. Such accelerated Market Share Units and Performance Shares vested on December 26, 2018. The Board approved the accelerated vesting of such grants in order to mitigate the potential impact of Section 280G of the Internal Revenue Code of 1986, as amended, on the Company and the reporting person in connection with the pending merger of an indirect wholly-owned subsidiary of Gebr. Knauf KG with and into the Company. The transactions reported in this Form 4 represent the vesting of the remaining 10% of the Market Share Units and Performance Shares granted to the reporting person in 2016.

F4 · derivative.exercise_price: These Market Share Units were granted on February 10, 2016. The Board certified performance of these Market Share Units on February 13, 2019 and the Company issued to the reporting person 1.5 shares of the Company's common stock for the Market Share Units originally granted, based on the closing prices of shares of the Company's common stock on the New York Stock Exchange for the first fifteen trading days in January 2019.

F1 · derivative.exercise_date: As previously disclosed, on November 8, 2018, the Board of Directors (the "Board") of USG Corporation (the "Company") approved the acceleration of the vesting of 90% of the Market Share Units and Performance Shares granted to the reporting person in 2016, as determined based on achievement of specified performance metrics, that were otherwise scheduled to vest between January 1, 2019 and March 30, 2019. Such accelerated Market Share Units and Performance Shares vested on December 26, 2018. The Board approved the accelerated vesting of such grants in order to mitigate the potential impact of Section 280G of the Internal Revenue Code of 1986, as amended, on the Company and the reporting person in connection with the pending merger of an indirect wholly-owned subsidiary of Gebr. Knauf KG with and into the Company. The transactions reported in this Form 4 represent the vesting of the remaining 10% of the Market Share Units and Performance Shares granted to the reporting person in 2016.

F4 · derivative.exercise_date: These Market Share Units were granted on February 10, 2016. The Board certified performance of these Market Share Units on February 13, 2019 and the Company issued to the reporting person 1.5 shares of the Company's common stock for the Market Share Units originally granted, based on the closing prices of shares of the Company's common stock on the New York Stock Exchange for the first fifteen trading days in January 2019.

F1 · derivative.expiration_date: As previously disclosed, on November 8, 2018, the Board of Directors (the "Board") of USG Corporation (the "Company") approved the acceleration of the vesting of 90% of the Market Share Units and Performance Shares granted to the reporting person in 2016, as determined based on achievement of specified performance metrics, that were otherwise scheduled to vest between January 1, 2019 and March 30, 2019. Such accelerated Market Share Units and Performance Shares vested on December 26, 2018. The Board approved the accelerated vesting of such grants in order to mitigate the potential impact of Section 280G of the Internal Revenue Code of 1986, as amended, on the Company and the reporting person in connection with the pending merger of an indirect wholly-owned subsidiary of Gebr. Knauf KG with and into the Company. The transactions reported in this Form 4 represent the vesting of the remaining 10% of the Market Share Units and Performance Shares granted to the reporting person in 2016.

F4 · derivative.expiration_date: These Market Share Units were granted on February 10, 2016. The Board certified performance of these Market Share Units on February 13, 2019 and the Company issued to the reporting person 1.5 shares of the Company's common stock for the Market Share Units originally granted, based on the closing prices of shares of the Company's common stock on the New York Stock Exchange for the first fifteen trading days in January 2019.

F1 · derivative.underlying_shares: As previously disclosed, on November 8, 2018, the Board of Directors (the "Board") of USG Corporation (the "Company") approved the acceleration of the vesting of 90% of the Market Share Units and Performance Shares granted to the reporting person in 2016, as determined based on achievement of specified performance metrics, that were otherwise scheduled to vest between January 1, 2019 and March 30, 2019. Such accelerated Market Share Units and Performance Shares vested on December 26, 2018. The Board approved the accelerated vesting of such grants in order to mitigate the potential impact of Section 280G of the Internal Revenue Code of 1986, as amended, on the Company and the reporting person in connection with the pending merger of an indirect wholly-owned subsidiary of Gebr. Knauf KG with and into the Company. The transactions reported in this Form 4 represent the vesting of the remaining 10% of the Market Share Units and Performance Shares granted to the reporting person in 2016.

F4 · derivative.underlying_shares: These Market Share Units were granted on February 10, 2016. The Board certified performance of these Market Share Units on February 13, 2019 and the Company issued to the reporting person 1.5 shares of the Company's common stock for the Market Share Units originally granted, based on the closing prices of shares of the Company's common stock on the New York Stock Exchange for the first fifteen trading days in January 2019.

SEC source: 0000757011-19-000021 · primary_doc.xml · nonDerivative · entry 4

HILZINGER MATTHEW F · CIK 0001184017 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 61,770

F5 · shares: Shares withheld to satisfy tax withholding obligation with respect to Market Share Units that became earned.

SEC source: 0000757011-19-000021 · primary_doc.xml · nonDerivative · entry 3

HILZINGER MATTHEW F · CIK 0001184017 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 64,202

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · shares: As previously disclosed, on November 8, 2018, the Board of Directors (the "Board") of USG Corporation (the "Company") approved the acceleration of the vesting of 90% of the Market Share Units and Performance Shares granted to the reporting person in 2016, as determined based on achievement of specified performance metrics, that were otherwise scheduled to vest between January 1, 2019 and March 30, 2019. Such accelerated Market Share Units and Performance Shares vested on December 26, 2018. The Board approved the accelerated vesting of such grants in order to mitigate the potential impact of Section 280G of the Internal Revenue Code of 1986, as amended, on the Company and the reporting person in connection with the pending merger of an indirect wholly-owned subsidiary of Gebr. Knauf KG with and into the Company. The transactions reported in this Form 4 represent the vesting of the remaining 10% of the Market Share Units and Performance Shares granted to the reporting person in 2016.

F4 · shares: These Market Share Units were granted on February 10, 2016. The Board certified performance of these Market Share Units on February 13, 2019 and the Company issued to the reporting person 1.5 shares of the Company's common stock for the Market Share Units originally granted, based on the closing prices of shares of the Company's common stock on the New York Stock Exchange for the first fifteen trading days in January 2019.

SEC source: 0000757011-19-000021 · primary_doc.xml · nonDerivative · entry 2

HILZINGER MATTHEW F · CIK 0001184017 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 56,184

F3 · shares: Shares withheld to satisfy tax withholding obligation with respect to Performance Shares that became earned.

SEC source: 0000757011-19-000021 · primary_doc.xml · nonDerivative · entry 1

HILZINGER MATTHEW F · CIK 0001184017 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 57,334

F1 · shares: As previously disclosed, on November 8, 2018, the Board of Directors (the "Board") of USG Corporation (the "Company") approved the acceleration of the vesting of 90% of the Market Share Units and Performance Shares granted to the reporting person in 2016, as determined based on achievement of specified performance metrics, that were otherwise scheduled to vest between January 1, 2019 and March 30, 2019. Such accelerated Market Share Units and Performance Shares vested on December 26, 2018. The Board approved the accelerated vesting of such grants in order to mitigate the potential impact of Section 280G of the Internal Revenue Code of 1986, as amended, on the Company and the reporting person in connection with the pending merger of an indirect wholly-owned subsidiary of Gebr. Knauf KG with and into the Company. The transactions reported in this Form 4 represent the vesting of the remaining 10% of the Market Share Units and Performance Shares granted to the reporting person in 2016.

F2 · shares: These Performance Shares were granted on February 10, 2016. The Board certified performance of these Performance Shares on February 13, 2019.

SEC source: 0000757011-18-000118 · primary_doc.xml · derivative · entry 6

HILZINGER MATTHEW F · CIK 0001184017 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,345

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: As previously disclosed, on November 8, 2018, the Board of Directors (the "Board") of USG Corporation (the "Company") approved the acceleration of the vesting of 90% of the Market Share Units and Performance Shares granted to the reporting person in 2016, as determined based on achievement of specified performance metrics, that were otherwise scheduled to vest between January 1, 2019 and March 30, 2019. The Board approved the accelerated vesting of such grants in order to mitigate the potential impact of Section 280G of the Internal Revenue Code of 1986, as amended, on the Company and the reporting person in connection with the pending merger of an indirect wholly-owned subsidiary of Gebr. Knauf KG with and into the Company.

F4 · derivative.exercise_price: These Market Share Units were granted on February 10, 2016. As authorized by the Board, the Chairman of the Compensation and Organization Committee of the Board certified performance of these Market Share Units on December 26, 2018 and the Company issued to the reporting person 1.5 shares of the Company's common stock for the Market Share Units originally granted, based on the closing prices of shares of the Company's common stock on the New York Stock Exchange for the fifteen trading days immediately preceding December 3, 2018.

F1 · derivative.exercise_date: As previously disclosed, on November 8, 2018, the Board of Directors (the "Board") of USG Corporation (the "Company") approved the acceleration of the vesting of 90% of the Market Share Units and Performance Shares granted to the reporting person in 2016, as determined based on achievement of specified performance metrics, that were otherwise scheduled to vest between January 1, 2019 and March 30, 2019. The Board approved the accelerated vesting of such grants in order to mitigate the potential impact of Section 280G of the Internal Revenue Code of 1986, as amended, on the Company and the reporting person in connection with the pending merger of an indirect wholly-owned subsidiary of Gebr. Knauf KG with and into the Company.

F4 · derivative.exercise_date: These Market Share Units were granted on February 10, 2016. As authorized by the Board, the Chairman of the Compensation and Organization Committee of the Board certified performance of these Market Share Units on December 26, 2018 and the Company issued to the reporting person 1.5 shares of the Company's common stock for the Market Share Units originally granted, based on the closing prices of shares of the Company's common stock on the New York Stock Exchange for the fifteen trading days immediately preceding December 3, 2018.

F1 · derivative.expiration_date: As previously disclosed, on November 8, 2018, the Board of Directors (the "Board") of USG Corporation (the "Company") approved the acceleration of the vesting of 90% of the Market Share Units and Performance Shares granted to the reporting person in 2016, as determined based on achievement of specified performance metrics, that were otherwise scheduled to vest between January 1, 2019 and March 30, 2019. The Board approved the accelerated vesting of such grants in order to mitigate the potential impact of Section 280G of the Internal Revenue Code of 1986, as amended, on the Company and the reporting person in connection with the pending merger of an indirect wholly-owned subsidiary of Gebr. Knauf KG with and into the Company.

F4 · derivative.expiration_date: These Market Share Units were granted on February 10, 2016. As authorized by the Board, the Chairman of the Compensation and Organization Committee of the Board certified performance of these Market Share Units on December 26, 2018 and the Company issued to the reporting person 1.5 shares of the Company's common stock for the Market Share Units originally granted, based on the closing prices of shares of the Company's common stock on the New York Stock Exchange for the fifteen trading days immediately preceding December 3, 2018.

F1 · derivative.underlying_shares: As previously disclosed, on November 8, 2018, the Board of Directors (the "Board") of USG Corporation (the "Company") approved the acceleration of the vesting of 90% of the Market Share Units and Performance Shares granted to the reporting person in 2016, as determined based on achievement of specified performance metrics, that were otherwise scheduled to vest between January 1, 2019 and March 30, 2019. The Board approved the accelerated vesting of such grants in order to mitigate the potential impact of Section 280G of the Internal Revenue Code of 1986, as amended, on the Company and the reporting person in connection with the pending merger of an indirect wholly-owned subsidiary of Gebr. Knauf KG with and into the Company.

F4 · derivative.underlying_shares: These Market Share Units were granted on February 10, 2016. As authorized by the Board, the Chairman of the Compensation and Organization Committee of the Board certified performance of these Market Share Units on December 26, 2018 and the Company issued to the reporting person 1.5 shares of the Company's common stock for the Market Share Units originally granted, based on the closing prices of shares of the Company's common stock on the New York Stock Exchange for the fifteen trading days immediately preceding December 3, 2018.

SEC source: 0000757011-18-000118 · primary_doc.xml · nonDerivative · entry 4

HILZINGER MATTHEW F · CIK 0001184017 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 53,412

F5 · shares: Shares withheld to satisfy tax withholding obligation with respect to Market Share Units that became earned.

SEC source: 0000757011-18-000118 · primary_doc.xml · nonDerivative · entry 3

HILZINGER MATTHEW F · CIK 0001184017 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 89,711

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · shares: As previously disclosed, on November 8, 2018, the Board of Directors (the "Board") of USG Corporation (the "Company") approved the acceleration of the vesting of 90% of the Market Share Units and Performance Shares granted to the reporting person in 2016, as determined based on achievement of specified performance metrics, that were otherwise scheduled to vest between January 1, 2019 and March 30, 2019. The Board approved the accelerated vesting of such grants in order to mitigate the potential impact of Section 280G of the Internal Revenue Code of 1986, as amended, on the Company and the reporting person in connection with the pending merger of an indirect wholly-owned subsidiary of Gebr. Knauf KG with and into the Company.

F4 · shares: These Market Share Units were granted on February 10, 2016. As authorized by the Board, the Chairman of the Compensation and Organization Committee of the Board certified performance of these Market Share Units on December 26, 2018 and the Company issued to the reporting person 1.5 shares of the Company's common stock for the Market Share Units originally granted, based on the closing prices of shares of the Company's common stock on the New York Stock Exchange for the fifteen trading days immediately preceding December 3, 2018.

SEC source: 0000757011-18-000118 · primary_doc.xml · nonDerivative · entry 2

HILZINGER MATTHEW F · CIK 0001184017 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 17,547

F3 · shares: Shares withheld to satisfy tax withholding obligation with respect to Performance Shares that became earned.

SEC source: 0000757011-18-000118 · primary_doc.xml · nonDerivative · entry 1

HILZINGER MATTHEW F · CIK 0001184017 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 35,306

F1 · shares: As previously disclosed, on November 8, 2018, the Board of Directors (the "Board") of USG Corporation (the "Company") approved the acceleration of the vesting of 90% of the Market Share Units and Performance Shares granted to the reporting person in 2016, as determined based on achievement of specified performance metrics, that were otherwise scheduled to vest between January 1, 2019 and March 30, 2019. The Board approved the accelerated vesting of such grants in order to mitigate the potential impact of Section 280G of the Internal Revenue Code of 1986, as amended, on the Company and the reporting person in connection with the pending merger of an indirect wholly-owned subsidiary of Gebr. Knauf KG with and into the Company.

F2 · shares: These Performance Shares were granted on February 10, 2016. As authorized by the Board, the Chairman of the Compensation and Organization Committee of the Board certified performance of these Performance Shares on December 26, 2018.

SEC source: 0000757011-18-000110 · primary_doc.xml · nonDerivative · entry 1

HILZINGER MATTHEW F · CIK 0001184017 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 36,175

F1 · price: The per share sales price for the common stock sold in the reported transaction ranged from $43.00 to $43.035. The reporting person will provide upon request by the Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares sold at each separate price.

F2 · ownership.nature: Shares are held by M&S Hilzinger Family, LP, a limited partnership of which the reporting person and his wife, through their ownership in M&S Hilzinger Family GP, LLC, are the sole general partners and of which the reporting person and his wife are the sole limited partners.

SEC source: 0000757011-18-000067 · primary_doc.xml · derivative · entry 5

HILZINGER MATTHEW F · CIK 0001184017 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 34,300 shares

Expires 2022-04-16

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · derivative.exercise_date: The option vested with respect to the shares included in the reported transaction in four equal annual installments beginning on April 16, 2013.

SEC source: 0000757011-18-000067 · primary_doc.xml · nonDerivative · entry 4

HILZINGER MATTHEW F · CIK 0001184017 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 61,175

F2 · kind: The reporting person transferred these shares to M&S Hilzinger Family, LP, a limited partnership of which the reporting person and his wife, through their ownership in M&S Hilzinger Family GP, LLC, are the sole general partners and of which the reporting person and his wife were then the sole limited partners.

F2 · shares: The reporting person transferred these shares to M&S Hilzinger Family, LP, a limited partnership of which the reporting person and his wife, through their ownership in M&S Hilzinger Family GP, LLC, are the sole general partners and of which the reporting person and his wife were then the sole limited partners.

F3 · ownership.nature: Shares are held by M&S Hilzinger Family, LP.

SEC source: 0000757011-18-000067 · primary_doc.xml · nonDerivative · entry 3

HILZINGER MATTHEW F · CIK 0001184017 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F2 · kind: The reporting person transferred these shares to M&S Hilzinger Family, LP, a limited partnership of which the reporting person and his wife, through their ownership in M&S Hilzinger Family GP, LLC, are the sole general partners and of which the reporting person and his wife were then the sole limited partners.

F2 · shares: The reporting person transferred these shares to M&S Hilzinger Family, LP, a limited partnership of which the reporting person and his wife, through their ownership in M&S Hilzinger Family GP, LLC, are the sole general partners and of which the reporting person and his wife were then the sole limited partners.

SEC source: 0000757011-18-000067 · primary_doc.xml · nonDerivative · entry 2

HILZINGER MATTHEW F · CIK 0001184017 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,595

F1 · price: The per share sales price for the common stock sold in the reported transaction ranged from $43.00 to $43.08. The reporting person will provide upon request by the Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares sold at each separate price.

SEC source: 0000757011-18-000067 · primary_doc.xml · nonDerivative · entry 1

HILZINGER MATTHEW F · CIK 0001184017 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 59,895

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001225208-18-007557 · doc4.xml · derivative · entry 1

HILZINGER MATTHEW F · CIK 0001184017 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 56,180

Underlying: Common Stock · 56,180 shares

Expires not disclosed

F1 · derivative.exercise_price: Common Stock Units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, the shares of common stock underlying the Common Stock Units are payable to the reporting person, on a one-for-one basis (i.e., one share of common stock for each Common Stock Unit), within thirty days after the reporting person's Separation from Service on the Board of Directors.

F2 · shares: For services rendered as director

F1 · price: Common Stock Units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, the shares of common stock underlying the Common Stock Units are payable to the reporting person, on a one-for-one basis (i.e., one share of common stock for each Common Stock Unit), within thirty days after the reporting person's Separation from Service on the Board of Directors.

F1 · derivative.exercise_date: Common Stock Units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, the shares of common stock underlying the Common Stock Units are payable to the reporting person, on a one-for-one basis (i.e., one share of common stock for each Common Stock Unit), within thirty days after the reporting person's Separation from Service on the Board of Directors.

F1 · derivative.expiration_date: Common Stock Units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, the shares of common stock underlying the Common Stock Units are payable to the reporting person, on a one-for-one basis (i.e., one share of common stock for each Common Stock Unit), within thirty days after the reporting person's Separation from Service on the Board of Directors.

SEC source: 0000757011-18-000023 · primary_doc.xml · derivative · entry 5

HILZINGER MATTHEW F · CIK 0001184017 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 32,873

Underlying: Common Stock · 32,873 shares

Expires not disclosed

F4 · derivative.exercise_price: 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 the performance period and continued employment.

F5 · derivative.exercise_date: 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, 2020.

F5 · derivative.expiration_date: 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, 2020.

SEC source: 0000757011-18-000023 · primary_doc.xml · derivative · entry 4

HILZINGER MATTHEW F · CIK 0001184017 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: These Market Share Units were granted on February 11, 2015. The Board of Directors (the "Board") certified performance of these Market Share Units on February 14, 2018 and USG Corporation (the "Company") issued to the reporting person 1.33 shares of the Company's common stock for the Market Share Units originally granted, based on the closing prices of shares of the Company's common stock on the New York Stock Exchange for the first fifteen trading days in January 2018.

F1 · derivative.exercise_date: These Market Share Units were granted on February 11, 2015. The Board of Directors (the "Board") certified performance of these Market Share Units on February 14, 2018 and USG Corporation (the "Company") issued to the reporting person 1.33 shares of the Company's common stock for the Market Share Units originally granted, based on the closing prices of shares of the Company's common stock on the New York Stock Exchange for the first fifteen trading days in January 2018.

F1 · derivative.expiration_date: These Market Share Units were granted on February 11, 2015. The Board of Directors (the "Board") certified performance of these Market Share Units on February 14, 2018 and USG Corporation (the "Company") issued to the reporting person 1.33 shares of the Company's common stock for the Market Share Units originally granted, based on the closing prices of shares of the Company's common stock on the New York Stock Exchange for the first fifteen trading days in January 2018.

F1 · derivative.underlying_shares: These Market Share Units were granted on February 11, 2015. The Board of Directors (the "Board") certified performance of these Market Share Units on February 14, 2018 and USG Corporation (the "Company") issued to the reporting person 1.33 shares of the Company's common stock for the Market Share Units originally granted, based on the closing prices of shares of the Company's common stock on the New York Stock Exchange for the first fifteen trading days in January 2018.

SEC source: 0000757011-18-000023 · primary_doc.xml · nonDerivative · entry 2

HILZINGER MATTHEW F · CIK 0001184017 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,595

F2 · shares: Shares withheld to satisfy tax withholding obligation with respect to Market Share Units that became earned.

SEC source: 0000757011-18-000023 · primary_doc.xml · nonDerivative · entry 1

HILZINGER MATTHEW F · CIK 0001184017 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 38,182

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · shares: These Market Share Units were granted on February 11, 2015. The Board of Directors (the "Board") certified performance of these Market Share Units on February 14, 2018 and USG Corporation (the "Company") issued to the reporting person 1.33 shares of the Company's common stock for the Market Share Units originally granted, based on the closing prices of shares of the Company's common stock on the New York Stock Exchange for the first fifteen trading days in January 2018.

SEC source: 0001225208-17-007877 · doc4.xml · derivative · entry 1

HILZINGER MATTHEW F · CIK 0001184017 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 48,667

Underlying: Common Stock · 48,667 shares

Expires not disclosed

F1 · shares: For services rendered as director

F2 · price: Deferred stock units earned by the reporting person pursuant to the FuelCell Energy, Inc. Deferred Compensation Plan. The common stock underlying the deferred stock units are payable to the reporting person on a one-for-one basis upon his Separation from Service from the membership on the Board of Directors within thirty (30) days after the Separation from Service

F2 · derivative.exercise_date: Deferred stock units earned by the reporting person pursuant to the FuelCell Energy, Inc. Deferred Compensation Plan. The common stock underlying the deferred stock units are payable to the reporting person on a one-for-one basis upon his Separation from Service from the membership on the Board of Directors within thirty (30) days after the Separation from Service

F2 · derivative.expiration_date: Deferred stock units earned by the reporting person pursuant to the FuelCell Energy, Inc. Deferred Compensation Plan. The common stock underlying the deferred stock units are payable to the reporting person on a one-for-one basis upon his Separation from Service from the membership on the Board of Directors within thirty (30) days after the Separation from Service

SEC source: 0000757011-17-000025 · primary_doc.xml · derivative · entry 4

HILZINGER MATTHEW F · CIK 0001184017 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 34,300

Underlying: Common Stock · 34,258 shares

Expires 2022-04-16

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: The transactions reported on this Form 4 were effected pursuant to a previously disclosed Rule 10b5-1 trading plan.

F1 · shares: The transactions reported on this Form 4 were effected pursuant to a previously disclosed Rule 10b5-1 trading plan.

F3 · derivative.exercise_date: The option vested with respect to the shares included in the reported transaction in four equal annual installments beginning on April 16, 2013.

SEC source: 0000757011-17-000025 · primary_doc.xml · nonDerivative · entry 2

HILZINGER MATTHEW F · CIK 0001184017 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F1 · kind: The transactions reported on this Form 4 were effected pursuant to a previously disclosed Rule 10b5-1 trading plan.

F1 · shares: The transactions reported on this Form 4 were effected pursuant to a previously disclosed Rule 10b5-1 trading plan.

SEC source: 0000757011-17-000025 · primary_doc.xml · nonDerivative · entry 1

HILZINGER MATTHEW F · CIK 0001184017 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 34,258

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: The transactions reported on this Form 4 were effected pursuant to a previously disclosed Rule 10b5-1 trading plan.

F1 · shares: The transactions reported on this Form 4 were effected pursuant to a previously disclosed Rule 10b5-1 trading plan.

SEC source: 0000757011-17-000023 · primary_doc.xml · derivative · entry 6

HILZINGER MATTHEW F · CIK 0001184017 · Executive Vice President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 68,558

Underlying: Common Stock · 34,258 shares

Expires 2022-04-16

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: The transactions reported on this Form 4 were effected pursuant to previously disclosed Rule 10b5-1 trading plans.

F1 · shares: The transactions reported on this Form 4 were effected pursuant to previously disclosed Rule 10b5-1 trading plans.

F4 · derivative.exercise_date: The option vested with respect to the shares included in the reported transaction in four equal annual installments beginning on April 16, 2013.