0001181431-07-075743 4 1 20071212 20071214 20071214 GALLAGHER JOHN J III 0001205956 4 34 001-32410 071308584 C/O GREAT LAKES CHEMICAL 500 E 96TH ST STE 500 INDIANAPOLIS IN 46240 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 rrd182654.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 GALLAGHER JOHN J III 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 12/12/2007 EVP & President, Acetyls (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 12/12/2007 M 200000 A $18.30 237000 D Series A Common Stock 12/12/2007 S 15700 D $42.50 221300 D Series A Common Stock 12/12/2007 S 6000 D $42.51 215300 D Series A Common Stock 12/12/2007 S 4000 D $42.52 211300 D Series A Common Stock 12/12/2007 S 4000 D $42.53 207300 D Series A Common Stock 12/12/2007 S 1800 D $42.54 205500 D Series A Common Stock 12/12/2007 S 4300 D $42.55 201200 D Series A Common Stock 12/12/2007 S 3900 D $42.56 197300 D Series A Common Stock 12/12/2007 S 5300 D $42.57 192000 D Series A Common Stock 12/12/2007 S 3400 D $42.58 188600 D Series A Common Stock 12/12/2007 S 4400 D $42.59 184200 D Series A Common Stock 12/12/2007 S 3200 D $42.60 181000 D Series A Common Stock 12/12/2007 S 4900 D $42.61 176100 D Series A Common Stock 12/12/2007 S 3000 D $42.62 173100 D Series A Common Stock 12/12/2007 S 2700 D $42.63 170400 D Series A Common Stock 12/12/2007 S 1000 D $42.64 169400 D Series A Common Stock 12/12/2007 S 8400 D $42.65 161000 D Series A Common Stock 12/12/2007 S 4287 D $42.66 146713 D Series A Common Stock 12/12/2007 S 4913 D $42.67 151800 D Series A Common Stock 12/12/2007 S 2400 D $42.68 149400 D Series A Common Stock 12/12/2007 S 1100 D $42.69 148300 D Series A Common Stock 12/12/2007 S 8400 D $42.70 139900 D Series A Common Stock 12/12/2007 S 7400 D $42.71 132500 D Series A Common Stock 12/12/2007 S 3800 D $42.72 128700 D Series A Common Stock 12/12/2007 S 5100 D $42.73 123600 D Series A Common Stock 12/12/2007 S 7700 D $42.74 115900 D Series A Common Stock 12/12/2007 S 5600 D $42.75 110300 D Series A Common Stock 12/12/2007 S 13250 D $42.76 97050 D Series A Common Stock 12/12/2007 S 8300 D $42.77 88750 D Series A Common Stock 12/12/2007 S 3000 D $42.78 85750 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 Non-Qualified Series A Stock Option $18.30 12/12/2007 M 100000 (1) 8/31/2015 Common 100000 $0 192000 D (Right to Buy) Stock Non-Qualified Series A Stock Option $18.30 12/12/2007 M 100000 (2) 8/31/2015 Common 100000 $0 338000 D (Right to Buy) Stock Explanation of Responses: (1) Granted pursuant to the Company's 2004 Stock Incentive Plan. The options vest with respect to 20% on each of December 31, 2005 and December 31, 2006, and subject to continued employment, will vest with respect to 20% on each of December 31, 2007, December 31, 2008, and March 31, 2009. (2) Granted pursuant to the Company's 2004 Stock Incentive Plan. The options vest with respect to 15% of the options on December 31, 2005, with respect to 30% of the options on December 31, 2006, and subject to continued employment and achievement of certain performance targets, will vest with respect to 30% of the options on December 31, 2007, and with respect to 25% of the option shares on December 31, 2008, and (ii) will vest 100%, in any event, regardless of the achievement of certain performance targets, no later than August 31, 2013. Remarks: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 26, 2007. This is Part One of a Form 4 filed by the reporting person. The Form 4 was filed in three parts due to the restrictions in the electronic filing process. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GALLAGHER JOHN J III C/O CELANESE CORPORATION EVP & President, Acetyls 1601 W. LBJ FREEWAY DALLAS, TX 75234 Signatures /s/ Suzanne L. Kersten, Attorney-in-Fact for John J. Gallagher III 12/14/2007 ** 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.