0001140361-11-038197 4 1 20110726 20110727 20110727 Townsend Jay 0001314817 4 34 001-32410 11990974 1601 W. LBJ FREEWAY DALLAS TX 75234 Celanese CORP 0001306830 2820 980420726 DE 1231 1601 W. LBJ FREEWAY DALLAS TX 75234 972-443-4000 1601 W. LBJ FREEWAY DALLAS TX 75234 Blackstone Crystal Holdings Capital Partners (Cayman) IV Ltd. 20041022 4 1 doc1.xml FORM 4 FORM 4 OMB APPROVAL [ ] Check this OMB Number: box if no longer UNITED STATES SECURITIES AND EXCHANGE COMMISSION 3235-0287 subject to Washington, D.C. 20549 Estimated Section 16. Form STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF average burden 4 or Form 5 SECURITIES hours per obligations may response... 0.5 continue. See Instruction 1(b). Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 1. Name and Address of Reporting 2. Issuer Name and Ticker 5. Relationship of Person * or Trading Symbol Reporting Person(s) to Townsend Jay Celanese CORP [ CE ] Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title (Last) (First) (Middle) 3. Date of Earliest below) _____ Other C/O CELANESE CORPORATION, 1601 W. Transaction (MM/DD/YYYY) (specify below) LBJ FREEWAY 7/26/2011 SVP, Business Strategy Dev. (Street) 4. If Amendment, Date 6. Individual or DALLAS, TX 75234 Original Filed Joint/Group Filing (Check (City) (State) (Zip) (MM/DD/YYYY) Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security 2. Trans. Date 2A. 3. Trans. 4. Securities Acquired (A) 5. Amount of 6. Ownership 7. Nature of (Instr. 3) Deemed Code or Disposed of (D) Securities Form: Direct (D) Indirect Execution (Instr. 8) (Instr. 3, 4 and 5) Beneficially or Indirect (I) Beneficial Date, if Owned Following (Instr. 4) Ownership any Reported (Instr. 4) Transaction(s) (A) (Instr. 3 and 4) or Code V Amount (D) Price Series A Common Stock 7/26/2011 M 30000 A $16.00 54122 D Series A Common Stock 7/26/2011 S 30000 D $56.83 (1) 24122 D Series A Common Stock 89352 I By JF Townsend Investments, LP Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of 2. 3. Trans. Date 3A. 4. Trans. 5. Number of 6. Date Exercisable 7. Title and Amount of 8. Price 9. Number of 10. 11. Nature Derivate Conversion Deemed Code Derivative and Expiration Date Securities Underlying of derivative Ownership of Security or Execution (Instr. 8) Securities Derivative Security Derivative Securities Form of Indirect (Instr. 3) Exercise Date, if Acquired (A) or (Instr. 3 and 4) Security Beneficially Derivative Beneficial Price of any Disposed of (D) (Instr. 5) Owned Security: Ownership Derivative (Instr. 3, 4 and Following Direct (D) (Instr. 4) Security 5) Reported or Transaction(s) Indirect Date Expiration Amount or (Instr. 4) (I) Exercisable Date Title Number of (Instr. 4) Code V (A) (D) Shares Non-Qualified Series A Stock Option $16.00 7/26/2011 M 30000 (2) 1/21/2015 Common 30000 $0 7283 D (right to buy) Stock Explanation of Responses: (1) The reported price in this line is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $56.53 to $57.16. The reporting person will provide to the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within the range. (2) Granted pursuant to the Company's 2004 Stock Incentive Plan. The options vested, with respect to 15% of the options on January 21, 2005, with respect to 30% of the options on each of December 31, 2005 and December 31, 2006, with respect to 15% on December 31, 2007 and with respect to 10% on December 31, 2008. Remarks: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 10, 2009. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Townsend Jay C/O CELANESE CORPORATION SVP, Business Strategy Dev. 1601 W. LBJ FREEWAY DALLAS, TX 75234 Signatures /s/ James R. Peacock III, Attorney-in-fact for Jay Townsend 7/27/2011 ** Signature of Reporting Person Date Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.