Statement of Changes in Beneficial Ownership (4)
May 16 2023 - 04:35PM
Edgar (US Regulatory)
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FORM 4
☐ Check this
box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
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| 1. Name
and Address of Reporting Person * Rucker
Kim K.W. |
2. Issuer Name and Ticker or Trading
Symbol Celanese Corp [ CE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
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|
(Last)
(First)
(Middle)
C/O CELANESE CORPORATION, 222 W LAS COLINAS BLVD, SUITE
900N |
3. Date of Earliest Transaction (MM/DD/YYYY)
3/7/2023
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(Street)
IRVING, TX 75039 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate
that a transaction was made pursuant to a contract, instruction or
written plan that is intended to satisfy the affirmative defense
conditions of Rule 10b5-1(c). See Instruction 10. |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
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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 |
5/12/2023 |
|
A |
|
1777 (1) |
A |
$98.46 |
1833 |
D |
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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 |
|
Phantom Stock |
(2) |
3/7/2023 |
|
A |
|
30.821 |
|
(3) |
(3) |
Common Stock |
30.821 |
$117.67 |
6309.835 |
D |
|
|
Phantom Stock |
(2) |
5/15/2023 |
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A |
|
34.673 |
|
(3) |
(3) |
Common Stock |
34.673 |
$105.22 |
6344.508 |
D |
|
| Explanation of
Responses: |
| (1) |
Annual grant of restricted
stock units pursuant to the Company's Amended and Restated 2018
Global Incentive Plan. The restricted stock units vest in full on
the one-year anniversary of the date of the grant. The reporting
person has elected that upon vesting of the restricted stock units,
receipt of the shares of Common Stock be deferred under the
Company's 2008 Deferred Compensation Plan (the "Plan");
accordingly, upon vesting, the reporting person will instead
receive an equal number of shares of phantom stock. As provided in
the Plan, the phantom stock becomes payable in shares of Common
Stock upon the earlier of the date previously elected by the
reporting person to receive payment or the termination of the
reporting person's service as a director of the
Company. |
| (2) |
Each share of phantom stock
represents the right to receive one share of Common
Stock. |
| (3) |
The reported phantom stock
represents dividend equivalents on compensation deferred under the
Plan. The shares of phantom stock become payable in shares of
Common Stock, as provided in the Plan, following the termination of
the reporting person's service as a director of the
Company. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Rucker Kim K.W.
C/O CELANESE CORPORATION
222 W LAS COLINAS BLVD, SUITE 900N
IRVING, TX 75039 |
X |
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Signatures
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/s/ Adam R. Santosuosso, Attorney-in-Fact for Kim
K.W. Rucker |
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5/16/2023 |
| **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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