Edgar Filing: Owens Corning

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Genis Arnaud

2. Issuer Name and Ticker or Trading Symbol
Owens Corning [OC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Group Pres Composite Materials

(Last)

(First)

(Middle)

ONE OWENS CORNING PARKWAY

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2014

(Street)

TOLEDO, OH 43659

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
$.01 Par Value Common	03/04/2014		M		11,700	A	$ 13.89	115,687	D
$.01 Par Value Common	03/04/2014		S		11,700	D	$ 46.04 ⁽¹⁾	103,987	D
$.01 Par Value Common	03/04/2014		M		9,700	A	$ 25.45	113,687	D
$.01 Par Value Common	03/04/2014		S		9,700	D	$ 46.1	103,987	D
$.01 Par Value Common	03/04/2014		M		100	A	$ 33.96	104,087	D
$.01 Par Value Common	03/04/2014		S		100	D	$ 46.1	103,987	D
$.01 Par Value Common	03/04/2014		M		10,750	A	$ 33.73	114,737	D
$.01 Par Value Common	03/04/2014		S		10,750	D	$ 46.1 ⁽²⁾	103,987	D
$.01 Par Value Common	03/05/2014		M		875	A	$ 33.96	104,862	D
$.01 Par Value Common	03/05/2014		S		875	D	$ 46.15 ⁽³⁾	103,987	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option Exercise (Right to Purchase)

$ 13.89

03/04/2014

11,700

⁽⁴⁾

02/04/2019

Common Stock

11,700

$ 0

Stock Option Exercise (Right to Purchase)

$ 25.45

03/04/2014

9,700

⁽⁵⁾

02/03/2020

Common Stock

9,700

$ 0

Stock Option Exercise (Right to Purcahse)

$ 33.96

03/04/2014

100

⁽⁶⁾

02/02/2021

Common Stock

20,900

$ 0

20,800

Stock Option Exercise (Right to Purchase)

$ 33.73

03/04/2014

10,750

⁽⁷⁾

02/01/2022

Common Stock

21,500

$ 0

10,750

Stock Option Exercise (Right to Purchase)

$ 33.96

03/05/2014

875

⁽⁶⁾

02/02/2021

Common Stock

20,800

$ 0

19,925

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Genis Arnaud ONE OWENS CORNING PARKWAY TOLEDO, OH 43659			Group Pres Composite Materials

Signatures

Raj B. Dave by POA filed on 02/04/2014		03/06/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.02 to $46.04, inclusive. The reporting person undertakes to provide Owens Corning, any security holder of Owens Corning, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
(2)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.10 to $46.11, inclusive. The reporting person undertakes to provide Owens Corning, any security holder of Owens Corning, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
(3)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.10 to $46.18, inclusive. The reporting person undertakes to provide Owens Corning, any security holder of Owens Corning, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
(4)	The options, representing a right to purchase a total of 11,700 shares, became exercisable on October 30, 2009.
(5)	The options, representing a right to purcahse a total of 9,700 shares, became exercisable on February 3, 2011.
(6)	The options, representing a right to purchase a total of 20,900 shares, became exercisable on February 2, 2012.
(7)	The options, representing a right to purchase a total of 21,500 shares, became exercisable on February 1, 2013.

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