0001140361-11-023271 4 1 20110422 20110426 20110426 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 WALTERS FARAH M 0001189424 4 34 001-32410 11781454 KERR-MCGEE CENTER P O BOX 25861 OKLAHOMA CITY OK 73125 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 WALTERS FARAH M Celanese CORP [ CE ] Issuer (Check all applicable) __X__ Director _____ (Last) (First) (Middle) 3. Date of Earliest 10% Owner C/O CELANESE CORPORATION, 1601 W. Transaction (MM/DD/YYYY) _____ Officer (give title LBJ FREEWAY 4/22/2011 below) _____ Other (specify below) (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 5. Amount of 6. Ownership 7. Nature of (Instr. 3) Deemed Code Acquired (A) or Securities Form: Direct Indirect Execution (Instr. 8) Disposed of (D) Beneficially (D) or Indirect Beneficial Date, if (Instr. 3, 4 and 5) Owned Following (I) (Instr. 4) Ownership any Reported (Instr. 4) Transaction(s) (A) (Instr. 3 and or 4) Code V Amount (D) Price Series A Common Stock 4/22/2011 D 2565 D (1) 13172 D 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 Series A Phantom Stock (2) 4/22/2011 A 2565 (3) (3) Common 2565 (1) 9681.02 D Stock Explanation of Responses: (1) Upon the vesting of Restricted Stock Units granted to the reporting person on April 22, 2010, the reporting person deferred the receipt of 2,565 shares of Series A Common Stock and received instead 2,565 shares of phantom stock pursuant to the Company's 2008 Deferred Compensation Plan. As a result, the reporting person is reporting the disposition of 2,565 shares of Series A Common Stock in exchange for an equal number of shares of phantom stock. (2) Each share of phantom stock represents the right to receive one share of Series A Common Stock. (3) The phantom stock becomes payable following the termination of the reporting person's service as a director of the Company. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WALTERS FARAH M C/O CELANESE CORPORATION X 1601 W. LBJ FREEWAY DALLAS, TX 75234 Signatures /s/ James R. Peacock, Attorney-in-Fact for Farah M. Walters 4/26/2011 ** 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.