0001306830-20-000095 3 2 20200416 20200424 20200424 Kelly Thomas Francis 0001684092 3 34 001-32410 20815153 222 W LAS COLINAS BLVD SUITE 900N IRVING TX 75039 Celanese Corp 0001306830 2820 980420726 DE 1231 222 W. LAS COLINAS BLVD., SUITE 900N IRVING TX 75039-5421 972-443-4000 222 W. LAS COLINAS BLVD., SUITE 900N IRVING TX 75039-5421 Celanese CORP 20041102 Blackstone Crystal Holdings Capital Partners (Cayman) IV Ltd. 20041022 3 1 wf-form3_158775939421780.xml FORM 3 FORM 3 OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB Number: Washington, D.C. 20549 3235-0104 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF Estimated SECURITIES average burden hours per response... 0.5 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. Date of Event 3. Issuer Name and Ticker or Trading Person * Requiring Symbol Kelly Thomas Francis Statement Celanese Corp [CE] (MM/DD/YYYY) 4/16/2020 (Last) (First) (Middle) 4. Relationship of Reporting Person(s) to Issuer (Check 222 W LAS COLINAS BLVD, SUITE 900N all applicable) _____ Director _____ 10% Owner ___X___ Officer (give title below) _____ Other (specify below) SVP, EM / (Street) 5. If Amendment, 6. Individual or Joint/Group IRVING, TX 75039 Date Original Filing(Check Applicable Line) (City) (State) (Zip) Filed(MM/DD/YYYY) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person Table I - Non-Derivative Securities Beneficially Owned 1.Title of Security 2. Amount of 3. 4. Nature of Indirect (Instr. 4) Securities Ownership Beneficial Ownership Beneficially Form: (Instr. 5) Owned Direct (Instr. 4) (D) or Indirect (I) (Instr. 5) Common Stock 17011 (1) D Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivate Security 2. Date Exercisable 3. Title and Amount 4. 5. 6. Nature of (Instr. 4) and Expiration Date of Securities Conversion Ownership Indirect (MM/DD/YYYY) Underlying or Form of Beneficial Derivative Security Exercise Derivative Ownership (Instr. 4) Price of Security: (Instr. 5) Derivative Direct (D) Security or Indirect (I) Date Expiration Title Amount (Instr. 5) Exercisable Date or Number of Shares Explanation of Responses: (1) Includes 8,917, 1,712, and 3,158 time-vesting restricted stock units ("RSUs") granted pursuant to the Company's 2018 Global Incentive Plan on January 14, 2019, February 6, 2019 and February 5, 2020,respectively. Subject to continued employment, the RSUs vest as follows: 4,391 RSUs on January 14, 2021, 1,884 RSUs on February 15, 2021, 4,526 RSUs on January 14, 2022, 1,912 RSUs on February 15,2022 and 1,074 RSUs on February 15, 2023. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kelly Thomas Francis 222 W LAS COLINAS BLVD SVP, EM SUITE 900N IRVING, TX 75039 Signatures /s/ James R. Peacock III, Attorney-in-Fact for Thomas Francis Kelly 4/24/2020 ** 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 5(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-24 2 kelly.txt POWER OF ATTORNEY LIMITED POWER OF ATTORNEY Exhibit 24 Know all by these presents that the undersigned hereby makes, constitutes and appoints A. Lynne Puckett, James R. Peacock III, and Adam R. Santosuosso, signing singly, as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission ("SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or any rules or regulations of the SEC; (2) prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 and Forms 144 (including any amendments thereto) and any other forms or reports required with respect to the securities of Celanese Corporation, a Delaware corporation (the "Company"), with the United States Securities and Exchange Commission and any national securities exchanges, as considered necessary or advisable under Section 16(a) of the Exchange Act or similar provisions of securities laws; (3) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and (4) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledges that: (1) this Power of Attorney authorizes, but does not require, such attorney- in-fact to act in his or her discretion on information provided to such attorney-in-fact without independent verification of such information; (2) any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; (3) neither Celanese nor such attorneys-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and (4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act. The undersigned hereby gives and grants each foregoing attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact, for and on behalf of the undersigned, will lawfully do or cause to be done by virtue of this Power of Attorney. This Power of Attorney will remain in full force and effect until the undersigned is no longer required to file the forms noted above with respect to the undersigned's holdings of and transactions in the Company's securities, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date set forth below. /s/ Thomas F. Kelly Signature Name: Thomas F. Kelly Dated: 4/2/2020