0001223043-05-000004 4 1 20051117 20051121 20051121 HAIN J TRAVIS 0001223043 4 34 001-32410 051218766 100 N TRYON ST 25TH FL CHARLOTTE NC 28255 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 primary_doc.xml PRIMARY DOCUMENT 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 HAIN J TRAVIS Celanese CORP [ CE ] Issuer (Check all applicable) _____ Director __X__ (Last) (First) (Middle) 3. Date of Earliest 10% Owner Transaction (MM/DD/YYYY) _____ Officer (give title 11/17/2005 below) _____ Other (specify below) (Street) 4. If Amendment, Date 6. Individual or 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 (D) Indirect Execution (Instr. 8) Disposed of (D) Beneficially Owned or Indirect (I) Beneficial Date, if (Instr. 3, 4 and Following Reported (Instr. 4) Ownership (Instr. any 5) Transaction(s) 4) (A) (Instr. 3 and 4) or Code V Amount (D) Price Series A Common Stock 11/17/2005 S 887574 D $17.1 7017595 (1) (2) I see footnote (3) 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) Pursuant to that Third Amended and Restated Shareholders' Agreement, dated as of 10/31/05, as amended by Amendment #1, by and among Celanese Corporation, Blackstone Capital Partners (Cayman) Ltd. 1 ("BCP 1"), Blackstone Capital Partners (Cayman) Ltd. 2 ("BCP 2") and Blackstone Capital Partners (Cayman) Ltd. 3 ("BCP 3" and, together with BCP 1 and BCP 2, the "Blackstone Entities") and BA Capital Investors Sidecar Fund, L.P. ("BACI"), BACI has granted BCP 1 (or one or more of its affiliates) a proxy (the "Proxy") to vote the shares of Series A Common Stock held by BACI with respect to all matters to be acted upon by the stockholders of Celanese Corporation at any time during the term of such Shareholders Agreement or until such time as the Blackstone entities and BACI together own less than 50% of the outstanding shares of Series A Common Stock or the Proxy is otherwise terminated. (2) BACI and the Blackstone entities and certain of their affiliates may be considered to have acted or to be acting in concert with respect to the common stock and, consequently, BACI and the Blackstone Entities and certain of their affiliates may be deemed to constitute a "group" for purposes of Section 13(D) of the Exchange Act. BACI disclaims membership in any such "group" with the Blackstone Entities and certain of their affiliates. Including the shares of common stock held by the Blackstone Entities, BACI's aggregate beneficial ownership would be 94,908,661 shares of Series A Common Stock. BACI disclaims such beneficial ownership. (3) BA CAPITAL INVESTORS SIDECAR FUND, L.P. ("BACI") OWNS THE SECURITIES REPORTED AS BENEFICIALLY OWNED ON THIS FORM 4. AS A DIRECTOR OF BACM I SIDECAR GP LIMITED, THE GENERAL PARTNER OF BA CAPITAL MANAGEMENT SIDECAR, L.P., WHICH IS THE GENERAL PARTNER OF BACI, MR. HAIN CONTROLS BACI. MR. HAIN DISCLAIMS BENEFICIAL OWNERSHIP OF THE REPORTED SHARES EXCEPT TO THE EXTENT OF HIS PECUNIARY INTEREST THEREIN. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HAIN J TRAVIS X Signatures /s/ J. Travis Hain 11/21/2005 ** 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.