FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MATLINPATTERSON LLC
2. Issuer Name and Ticker or Trading Symbol

Huntsman CORP [ HUN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O MATLINPATTERSON GLOBAL ADVISERS LLC, 520 MADISON AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

9/29/2009
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check 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
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   9/29/2009     S (1)    1000000   D $9.3758   (2) 5385925   I   By Matlin Partnerships   (3)
Common Stock   9/30/2009     S (1)    491100   D $9.2233   (4) 4894825   I   By Matlin Partnerships   (3)
Common Stock                  1783701   I   By HMP Equity Trust   (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Reflects a sale of shares held by MatlinPatterson Global Opportunities Partners L.P., MatlinPatterson Global Opportunities Partners B, L.P. and MatlinPatterson Global Opportunities Partners (Bermuda) L.P. (collectively, the "Matlin Partnerships"), three of the beneficiaries of HMP Equity Trust, in open market transactions. The Matlin Partnerships contributed the shares to the HMP Equity Trust in 2005 and the trust returned the shares in September 2009. Prior to such return, the Matlin Partnerships had an indirect beneficial ownership interest in the shares as beneficiaries of such trust.
( 2)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.300 per share to $9.540 per share. The Reporting Persons undertakes to provide, upon request by the Commission staff, the Issuer, or any security holder of the Issuer, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote to this Form 4.
( 3)  MatlinPatterson Global Partners LLC ("Matlin Global Partners") is the general partner of each of the Matlin Partnerships. MatlinPatterson Global Advisers LLC ("Matlin Advisers") is the investment adviser to each of the Matlin Partnerships. MatlinPatterson Asset Management LLC ("Matlin Asset Management") is the managing member of Matlin Global Partners and Matlin Advisers. MatlinPatterson LLC ("MatlinPatterson") is the managing member of Matlin Asset Management. David J. Matlin, and Mark R. Patterson each own 50% of the membership interests of MatlinPatterson. Each of Matlin Global Partners, Matlin Advisers, Matlin Asset Management, MatlinPatterson, David J. Matlin and Mark R. Patterson may be deemed to have a pecuniary interest in shares held by the Matlin Partnerships.
( 4)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.150 per share to $9.360 per share. The Reporting Persons undertakes to provide, upon request by the Commission staff, the Issuer, or any security holder of the Issuer, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote to this Form 4.
( 5)  HMP Equity Trust is controlled by its trustees, including David J. Matlin. The Matlin Partnerships have dispositive power over certain shares held by HMP Equity Trust. Each of the reporting persons disclaims beneficial ownership of the shares held by the Matlin Partnerships and by HMP Equity Trust except to the extent of their pecuniary interest therein, and the reporting of the shares held by the Matlin Partnerships and by HMP Equity Trust in Table I above by the reporting persons shall not be deemed to be an admission of beneficial ownership of any such shares for purposes of Section 16 or for any other purpose.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MATLINPATTERSON LLC
C/O MATLINPATTERSON GLOBAL ADVISERS LLC
520 MADISON AVENUE
NEW YORK, NY 10022

X

MATLINPATTERSON ASSET MANAGEMENT LLC
C/O MATLINPATTERSON GLOBAL ADVISERS LLC
520 MADISON AVENUE
NEW YORK, NY 10022

X

MATLINPATTERSON GLOBAL ADVISERS LLC
C/O MATLINPATTERSON GLOBAL ADVISERS LLC
520 MADISON AVENUE
NEW YORK, NY 10022

X

MATLINPATTERSON GLOBAL PARTNERS LLC
C/O MATLINPATTERSON GLOBAL ADVISERS LLC
520 MADISON AVENUE
NEW YORK, NY 10022

X

MATLIN DAVID J
C/O MATLINPATTERSON GLOBAL ADVISERS LLC
520 MADISON AVENUE
NEW YORK, NY 10022

X

PATTERSON MARK R
C/O MATLINPATTERSON GLOBAL ADVISERS LLC
520 MADISON AVENUE
NEW YORK, NY 10022

X


Signatures
MATLINPATTERSON LLC By: /s/ ROBERT H. WEISS, Robert H. Weiss, by power of attorney for DAVID MATLIN and MARK R. PATTERSON as the Members 10/1/2009
** Signature of Reporting Person Date

MATLINPATTERSON ASSET MANAGEMENT LLC By: MatlinPatterson LLC, as sole Member /s/ ROBERT H. WEISS, by power of attorney for David Matliln and Mark Patterson as the Members 10/1/2009
** Signature of Reporting Person Date

MATLINPATTERSON GLOBAL ADVISERS LLC By: /s/ ROBERT H. WEISS, General Counsel 10/1/2009
** Signature of Reporting Person Date

MATLINPATTERSON GLOBAL PARTNERS LLC By: /s/ ROBERT H. WEISS, General Counsel 10/1/2009
** Signature of Reporting Person Date

DAVID J. MATLIN By: /s/ ROBERT H. WEISS, by power of attorney 10/1/2009
** Signature of Reporting Person Date

MARK R. PATTERSON By: ROBERT H. WEISS, by power of attorney 10/1/2009
** 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.
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