Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		690742101

¹The percentage of the outstanding shares of Common Stock beneficially owned by the Reporting Person is based upon 124,804,861 shares of Common Stock issued and outstanding as of April 15, 2011, as reported in Owens Corning’s Form 10-Q for the quarter ended March 31, 2011.

CUSIP No.		690742101

¹ The percentage of the outstanding shares of Common Stock beneficially owned by the Reporting Person is based upon 124,804,861 shares of Common Stock issued and outstanding as of April 15, 2011, as reported in Owens Corning’s Form 10-Q for the quarter ended March 31, 2011.

CUSIP No.		690742101

¹ The percentage of the outstanding shares of Common Stock beneficially owned by the Reporting Person is based upon 124,804,861 shares of Common Stock issued and outstanding as of April 15, 2011, as reported in Owens Corning’s Form 10-Q for the quarter ended March 31, 2011

This Amendment No. 3 to Schedule 13D amends and supplements the Schedule 13D originally filed on December 19, 2006 as amended by Amendments No. 1 dated June 20, 2007 and No. 2 dated March 2, 2010 (as amended, the “Amended Schedule 13D”), and is being filed jointly on behalf of the Owens Corning/Fibreboard Asbestos Personal Injury Trust, a Delaware statutory trust (the “Trust”), formed pursuant to the Owens Corning/Fibreboard Asbestos Personal Injury Trust Agreement dated October 31, 2006 (as amended, the “Trust Agreement”), the PI Trust Advisory Committee, a committee established under the Trust Agreement (the “TAC”), and Michael J. Crames, in his capacity as the Future Claimants’ Representative under the Trust Agreement, an individual empowered under the Trust Agreement to represent the interests of future holders of asbestos personal injury claims (each, a “Reporting Person,” and, collectively, the “Reporting Persons”), relating to the common stock, par value $0.01 per share (“Common Stock”), of Owens Corning, a Delaware corporation (“Owens Corning”). The purpose of this Amendment No. 3 to Schedule 13D is to report a change in the share ownership as a result of the sale by the Trust of 7,000,000 shares of Common Stock in a registered block trade transaction. An aggregate of 7,000,000 shares of Common Stock were sold to Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC (the “Underwriters”) on May 6, 2011 at a net price to the Trust of $36.90 per share.

Unless otherwise defined or modified below, capitalized terms used in this Amendment No. 3 to Schedule 13D shall have the meaning ascribed to them in the Amended Schedule 13D.

All disclosure for items contained in the Amended Schedule 13D where no new information is provided for such item in this Amendment No. 3 to Schedule 13D is incorporated herein by this reference.

Item 4.		Purpose of Transaction

Item 4 of the Amended Schedule 13D is hereby amended by adding the following paragraph at the end thereof:

On May 2, 2011, the Trust entered into a purchase agreement (the “Purchase Agreement”) with the Underwriters pursuant to which the Trust agreed to sell 7,000,000 shares of Common Stock to the Underwriters at a net price of $36.90 per share. In accordance with the Purchase Agreement, the Trust entered into a letter agreement (the “Lock-up Agreement”) with the Underwriters pursuant to which the Trust agreed that, for the 90-day period after May 2, 2011, the Trust will not, without the prior written consent of the Underwriters, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of Common Stock or exercise any right with respect to the registration of any shares of Common Stock or enter into any swap or other agreement or transaction that transfers, in whole or part, directly or indirectly, the economic consequences of the ownership of the Common Stock.

Item 5.		Interest in Securities of the Issuer

Item 5 of the Amended Schedule 13D is hereby amended and restated in its entirety to read as follows:

(a) The Trust is the beneficial owner of 7,100,000 shares of Common Stock. Neither the TAC nor the FCR own any shares of Common Stock. However, the TAC and the FCR may be deemed to be part of a group of persons (as determined in accordance with Section 13(d) of the Act and the rules promulgated thereunder) with the Trust and, therefore, may also be deemed to be the beneficial owners of the 7,100,000 shares of Common Stock, individually and as a group. Based on Owens Corning’s Form 10-Q for the quarter ended March 31, 2011 filed with the Securities and Exchange Commission, there were 124,804,861 shares of Common Stock issued and outstanding as of April 15, 2011, the 7,100,000 shares of Common Stock beneficially owned by the Trust represent approximately 5.7% of the outstanding shares of Common Stock. Notwithstanding anything to the contrary contained herein, the TAC and the FCR expressly disclaim beneficial ownership of the 7,100,000 shares of Common Stock and this Statement on Schedule 13D shall not be construed as an admission by the TAC, the members of the TAC or the FCR that such persons are the beneficial owners for any purpose of the shares of Common Stock covered by this Schedule 13D.

(b) The Trust (acting through its Trustees), the TAC (acting through its members) and the FCR may be deemed to share the power to vote 7,100,000 shares of Common Stock solely due to the consent rights of the TAC and the FCR under the Trust Agreement with respect to the manner in which the Trust (i) votes the Common Stock exclusively for the purpose of electing members of the Owens Corning Board of Directors, and (ii) votes for any revision to Owens Corning’s corporate charter and by-laws, which affect the rights of the Trust. Neither the TAC nor the FCR have any other power to vote or direct the vote of shares of the Common Stock reported herein. The Trust has the sole power to dispose or direct the disposition of all of the shares of Common Stock reported herein, and neither the TAC nor the FCR have any power to dispose or direct the disposition of such shares of Common Stock.

(c) Except for the sale of 7,000,000 shares of Common Stock on May 6, 2011 by the Trust to the Underwriters under the Purchase Agreement as described in Item 4 above, none of the Trust, the Trustees, the TAC, the members of the TAC nor the FCR has engaged in any transactions in the Common Stock that were effected during the past sixty days.

(d) No person, other than the Trust, has the right to receive or the power to direct the receipt of dividends from, or the profits from the sale of, the shares of Common Stock beneficially owned by the Trust.

Item 7.		Material to Be Filed as Exhibits

EXHIBIT NUMBER		TITLE
1		Purchase Agreement dated May 2, 2011 by and among the Trust and the Underwriters.
2		Lock-up Agreement dated May 2, 2011 by and among the Trust and the Underwriters.

SIGNATURES

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.

Dated: May 6, 2011