0001209191-07-024767 4 2 20070418 20070420 20070420 BLACKSTONE CAPITAL PARTNERS CAYMAN IV LP 0001273169 4 34 001-32410 07780032 BLACKSTONE GROUP 345 PARK AVE NEW YORK NY 10154 BLACKSTONE FAMILY INVESTMENT PARTNERSHIP CAYMAN IV-A LP 0001273171 4 34 001-32410 07780031 BLACKSTONE GROUP 345 PARK AVE NEW YORK NY 10154 BLACKSTONE MANAGEMENT ASSOCIATES CAYMAN IV LP 0001273623 4 34 001-32410 07780033 C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK NY 10154 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 CAPITAL PARTNERS CAYMAN IV- A LP 0001273170 NY 1205 4 34 001-32410 07780030 BLACKSTONE GROUP BLACKSTONE GROUP NEW YORK NY 10154 212 455 7341 BLACKSTONE GROUP 345 PARK AVE NEW YORK NY 10154 BLACKSTONE CAPITAL PARTNERS CAYMAN IV- A LP 20031212 Blackstone Chemical Coinvest Partners (Cayman) L.P. 0001314706 E9 1231 4 34 001-32410 07780029 WALKER HOUSE, P.O. BOX 265 GT MARY STREET, GEORGE TOWN GRAND CAYMAN E9 E9 (212) 583-5000 345 PARK AVENUE NEW YORK NY 10154 4 1 y33656_bs2.xml MAIN DOCUMENT DESCRIPTION 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 ASSOCIATES Celanese CORP [ CE ] Issuer (Check all CAYMAN IV LP applicable) _____ Director __X__ 10% Owner (Last) (First) (Middle) 3. Date of Earliest _____ Officer (give title C/O THE BLACKSTONE GROUP, 345 Transaction (MM/DD/YYYY) below) _____ Other PARK AVENUE 4/18/2007 (specify below) (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) ___ Form filed by One Reporting Person _ X _ 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. Code 4. Securities 5. Amount of 6. Ownership Form: 7. Nature of Indirect Beneficial Ownership (Instr. 4) (Instr. 3) Deemed (Instr. 8) Acquired (A) or Securities Direct (D) or Indirect Execution Disposed of (D) Beneficially Owned (I) (Instr. 4) Date, if (Instr. 3, 4 and 5) Following Reported any (A) Transaction(s) or (Instr. 3 and 4) Code V Amount (D) Price Series A common stock, par 4/18/2007 S (7) 203698 D $30.50 13647621 I See Footnotes (1) (2) (3) (4) (5) (6) value $0.0001 per share Series A common stock, par 4/18/2007 S (7) 14146 D $30.50 946501 I See Footnotes (1) (2) (3) (4) (5) (6) value $0.0001 per share Series A common stock, par 4/18/2007 S (7) 110897 D $30.50 7420144 I See Footnotes (1) (2) (3) (4) (5) (6) value $0.001 per share Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of 2. 3. 3A. 4. Trans. 5. Number of 6. Date Exercisable 7. Title and Amount of 8. Price 9. Number of 10. 11. Nature Derivate Conversion Trans. Deemed Code Derivative and Expiration Date Securities Underlying of derivative Ownership of Security or Date 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 Following Direct (D) (Instr. 4) Security and 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 Explanation of Responses: (1) Blackstone Capital Partners (Cayman) Ltd. 1 ("Cayman 1"), Blackstone Capital Partners (Cayman) Ltd. 2 ("Cayman 2") and Blackstone Capital Partners (Cayman) Ltd. 3 ("Cayman 3" and, collectively with Cayman 1 and Cayman 2, the "Cayman Entities"), respectively own 13,647621, 946,501 and 7,420,144 shares of the Series A common stock reported as beneficially owned in the above table following the reported transactions. Blackstone Capital Partners (Cayman) IV L.P. ("BCP IV") owns 100% of Cayman 1. Blackstone Family Investment Partnership (Cayman) IV-A L.P. ("BFIP") and Blackstone Capital Partners (Cayman) IV-A L.P. ("BCP IV-A") collectively own 100% of Cayman 2. Blackstone Chemical Coinvest Partners (Cayman) L.P. ("BCCP" and, collectively with BCP IV, BFIP and BCP IV-A, the "Blackstone Funds") owns 100% of Cayman 3. (2) Each of the Blackstone Funds may be deemed to be the beneficial owner of the shares of Series A common stock held by the Cayman Entities owned by such Blackstone Funds. Blackstone Management Associates (Cayman) IV L.P. ("BMA") is the general partner of each of the Blackstone Funds and, therefore, may also be deemed to be the beneficial owner of the shares of Series A common stock held by the Cayman Entities. Blackstone LR Associates (Cayman) IV Ltd. ("BLRA") is the general partner of BMA and may also, therefore, be deemed to be the beneficial owner of the shares of Series A common stock held by the Cayman Entities. (3) Messrs. Peter G. Peterson and Stephen A. Schwarzman are directors and controlling persons of BLRA and, as such, may be deemed to share beneficial ownership of the shares of Series A common stock held by the Cayman Entities. (4) Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate. (5) Information with respect to each of the Reporting Persons is given solely by such Reporting Persons, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. (6) Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Reporting Persons, other than the Cayman Entities, herein states that this filing shall not be deemed an admission that he or it is the beneficial owner of any of the shares of Series A common stock covered by this Statement. Each of BLRA, BMA, and Messrs. Peter G. Peterson and Stephen A. Schwarzman disclaims beneficial ownership of the Series A common stock, except to the extent of its or his pecuniary interest in such shares of Series A common stock. (7) The shares of the Series A common stock reported as disposed of in the above table are in connection with the sale by the Cayman Entities to the Issuer pursuant to the Stock Purchase Agreement dated as of March 2, 2007 by and among the Cayman Entities, the Issuer and Celanese International Holdings Luxembourg, S.a.r.l. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BLACKSTONE MANAGEMENT ASSOCIATES CAYMAN IV LP C/O THE BLACKSTONE GROUP X 345 PARK AVENUE NEW YORK, NY 10154 BLACKSTONE CAPITAL PARTNERS CAYMAN IV LP C/O THE BLACKSTONE GROUP X 345 PARK AVENUE NEW YORK, NY 10154 BLACKSTONE FAMILY INVESTMENT PARTNERSHIP CAYMAN IV-A LP C/O THE BLACKSTONE GROUP X 345 PARK AVENUE NEW YORK, NY 10154 BLACKSTONE CAPITAL PARTNERS CAYMAN IV- A LP C/O THE BLACKSTONE GROUP X 345 PARK AVENUE NEW YORK, NY 10154 Blackstone Chemical Coinvest Partners (Cayman) L.P. C/O THE BLACKSTONE GROUP X 345 PARK AVENUE NEW YORK, NY 10154 Signatures /s/ Robert L. Friedman (see exhibit 99.1) 4/20/2007 ** 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 2 bs2ex.txt ADDITIONAL EXHIBITS Exhibit 99.1 JOINT FILER INFORMATION Date of Event Requiring Statement: April 18, 2007 Issuer Name and Ticker or Trading Symbol: Celanese Corporation (CE) Designated Filer: Blackstone Management Associates (Cayman) IV L.P. Other Joint Filers: Blackstone Capital Partners (Cayman) IV L.P., Blackstone Family Investment Partnership (Cayman) IV-A L.P., Blackstone Capital Partners (Cayman) IV-A L.P., Blackstone Chemical Coinvest Partners (Cayman) L.P. 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: Blackstone Capital Partners (Cayman) IV L.P. By: Blackstone Management Associates (Cayman) IV L.P., its general partner By: Blackstone LR Associates (Cayman) IV Ltd., its general partner By: /s/ Robert L. Friedman ---------------------- Name: Robert L. Friedman Title: Director Blackstone Family Investment Partnership (Cayman) IV-A L.P. By: Blackstone Management Associates (Cayman) IV L.P., its general partner By: Blackstone LR Associates (Cayman) IV Ltd., its general partner By: /s/ Robert L. Friedman ---------------------- Name: Robert L. Friedman Title: Director Blackstone Capital Partners (Cayman) IV-A L.P. By: Blackstone Management Associates (Cayman) IV L.P., its general partner By: Blackstone LR Associates (Cayman) IV Ltd., its general partner By: /s/ Robert L. Friedman ---------------------- Name: Robert L. Friedman Title: Director Blackstone Chemical Coinvest Partners (Cayman) L.P. By: Blackstone Management Associates (Cayman) IV L.P., its general partner By: Blackstone LR Associates (Cayman) IV Ltd., its general partner By: /s/ Robert L. Friedman ---------------------- Name: Robert L. Friedman Title: Director