0000893750-07-000166 4 2 20070514 20070516 20070516 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 Blackstone Management Partners IV L.L.C. 0001315745 DE 1231 4 34 001-32410 07858913 345 PARK AVENUE NEW YORK NY 10154 (212) 583-5000 345 PARK AVENUE NEW YORK NY 10154 4 1 form4_ex.xml 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 Blackstone Management Partners IV Celanese CORP [ CE ] Issuer (Check all L.L.C. applicable) _____ Director __X__ 10% Owner _____ Officer (give title (Last) (First) (Middle) 3. Date of Earliest below) __X__ Other 345 PARK AVENUE Transaction (MM/DD/YYYY) (specify below) 5/14/2007 See remarks (Street) 4. If Amendment, Date 6. Individual or NEW YORK, NY 10154 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) or Disposed of 5. Amount of 6. Ownership Form: 7. Nature of (Instr. 3) Deemed Code (D) Securities Direct (D) or Indirect Execution (Instr. 8) (Instr. 3, 4 and 5) Beneficially Owned Indirect (I) Beneficial Date, if Following Reported (Instr. 4) Ownership (Instr. any Transaction(s) 4) Code V Amount (A) or (D) Price (Instr. 3 and 4) Series A common stock, par value $0.0001 per 5/14/2007 M 92332 D (1) (2) (3) $16.00 92332 D (3) share Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of 2. 3. Trans. Date 3A. Deemed 4. Trans. 5. Number of 6. Date Exercisable and 7. Title and Amount of 8. Price 9. Number of 10. Ownership Form of 11. Nature Derivate Security Conversion Execution Code Derivative Securities Expiration Date Securities Underlying of derivative Derivative Security: of (Instr. 3) or Date, if (Instr. 8) Acquired (A) or Derivative Security Derivative Securities Direct (D) or Indirect Indirect Exercise any Disposed of (D) (Instr. 3 and 4) Security Beneficially (I) (Instr. 4) Beneficial Price of (Instr. 3, 4 and 5) (Instr. 5) Owned Ownership Derivative Following (Instr. 4) Security Reported Transaction(s) Expiration Amount or (Instr. 4) Date Exercisable Date Title Number of Code V (A) (D) Shares Series A Non-Qualified Stock common stock, Option (right to $16.00 5/14/2007 M 92332 12/31/2006 (1) 1/25/2015 par value 92332 $0 30778 D (1) (2) (3) buy) $0.0001 per share Explanation of Responses: (1) Granted pursuant to the Issuer's 2004 Stock Incentive Plan. The options vested with respect to 25% of the option shares on each of January 25, 2005, December 31, 2005 and December 31, 2006, and will vest, subject to the continued service of Messrs. Chinh E. Chu, Benjamin J. Jenkins, Anjan Mukherjee, Hanns Ostmeier and James A. Quella as directors of the Issuer, with respect to 25% on December 31, 2007. (2) All rights to the non-qualified stock options were issued to the Designated Filer in connection with the services of Messrs. Chinh E. Chu, Benjamin J. Jenkins, Anjan Mukherjee, Hanns Ostmeier and James A. Quella as directors of the Issuer. (3) As controlling members of the Designated Filer, Peter G. Peterson and Stephen A. Schwarzman may be deemed to beneficially own the securities held by the Designated Filer. Each of Messrs. Peterson and Schwarzman disclaim beneficial ownership of such securities, except to the extent of their respective pecuniary interest therein. Remarks: Designated Filer, together with Blackstone Capital Partners (Cayman) Ltd. 1, Blackstone Capital Partners (Cayman) Ltd. 2 and Blackstone Capital Partners (Cayman) Ltd. 3 (collectively, the "Partnerships"), has entered into an Underwriting Agreement in connection with a secondary offering of the Issuer's Series A common stock. Accordingly, Designated Filer may be deemed to be a member of a group with the Partnerships for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. This Statement shall not be construed as an admission that the Designated Filer is, for purposes of Section 13(d) or otherwise, a member of any such group. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Blackstone Management Partners IV L.L.C. 345 PARK AVENUE X See remarks NEW YORK, NY 10154 Signatures /s/ Robert L. Friedman 5/15/2007 ** 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. EX-99.1 2 ex99.txt EXHIBIT 99.1 Exhibit 99.1 Joint Filer Information Date of Event Requiring Statement: May 14, 2007 Issuer Name and Ticker or Trading Symbol: Celanese Corporation (CE) Designated Filer: Blackstone Management Partners IV L.L.C. Other Joint Filers: Peter G. Peterson and Stephen A. Schwarzman Addresses: The principal business address of each of the Joint Filers above is c/o The Blackstone Group, 345 Park Avenue New York, New York 10154 Signatures: By: /s/ Peter G. Peterson --------------------- Peter G. Peterson By: /s/ Stephen A. Schwarzman ------------------------- Stephen A. Schwarzman