| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CROMPTON CORP [ CK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/23/2005 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | 3,389 | D | ||||||||
| Common Stock | 02/23/2005 | J(1) | 65.8239 | A | $0 | 4,475 | I | ESOP TRUST | ||
| Common Stock | 153.4958 | I | DRIP | |||||||
| Common Stock | 63,485 | I | LTIP Trust | |||||||
| Common Stock | 7,707 | I | Restricted Stock Account | |||||||
| Common Stock | 6,500 | I | Restricted Stock Account II | |||||||
| Common Stock | 02/23/2005 | J(2) | 7,000 | A | $12.92 | 7,000 | I | Restricted Stock Account III | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
| NQ Stock Option (Right to Buy) | $5.85 | 10/20/2004 | 11/19/2013 | Common Stock | 13,812 | 13,812 | D | ||||||||
| NQ Stock Option (Right to Buy) | $6.38 | 01/21/2004 | 02/20/2013 | Common Stock | 5,690 | 5,690 | D | ||||||||
| NQ Stock Option (Right to Buy) | $7.25 | 10/22/2003 | 10/22/2012 | Common Stock | 7,132 | 7,132 | D | ||||||||
| NQ Stock Option (Right to Buy) | $7.92 | 10/23/2002 | 11/22/2011 | Common Stock | 10,000 | 10,000 | D | ||||||||
| NQ Stock Option (Right to Buy) | $8.1562 | 10/31/2001 | 11/30/2010 | Common Stock | 20,000 | 20,000 | D | ||||||||
| NQ Stock Option (Right to Buy) | $8.343 | 10/19/2000 | 11/19/2009 | Common Stock | 40,473 | 40,473 | D | ||||||||
| NQ Stock Option (Right to Buy) | $11.24 | 11/23/2005 | 12/22/2014 | Common Stock | 25,000 | 25,000 | D | ||||||||
| NQ Stock Option (Right to Buy) | $12.92 | 02/23/2005 | J(3) | 21,000 | 02/23/2006 | 03/22/2015 | Common Stock | 21,000 | $12.92 | 21,000 | D | ||||
| NQ Stock Option (Right to Buy) | $14.3438 | 08/04/1999 | 11/14/2008 | Common Stock | 727 | 727 | D | ||||||||
| ISO Stock Option (Right to Buy) | $5.85 | 10/20/2004 | 10/19/2013 | Common Stock | 6,188 | 6,188 | D | ||||||||
| ISO Stock Option (Right to Buy) | $6.38 | 01/21/2004 | 01/21/2013 | Common Stock | 24,310 | 24,310 | D | ||||||||
| ISO Stock Option (Right to Buy) | $7.25 | 10/22/2003 | 10/22/2012 | Common Stock | 12,868 | 12,868 | D | ||||||||
| ISO Stock Option (Right to Buy) | $7.92 | 10/23/2003 | 10/23/2011 | Common Stock | 10,000 | 10,000 | D | ||||||||
| ISO Stock Option (Right to Buy) | $8.343 | 10/19/2001 | 10/19/2009 | Common Stock | 9,527 | 9,527 | D | ||||||||
| ISO Stock Option (Right to Buy) | $14.3438 | 08/04/1999 | 10/14/2008 | Common Stock | 7,273 | 7,273 | D | ||||||||
| ISO Stock Option (Right to Buy) | $16.875 | 08/04/1999 | 11/16/2006 | Common Stock | 5,000 | 5,000 | D | ||||||||
| ISO Stock Option (Right to Buy) | $26.4063 | 08/04/1999 | 11/07/2007 | Common Stock | 5,000 | 5,000 | D | ||||||||
| Explanation of Responses: |
| 1. These shares were acquired during the fiscal year pursuant to the Registrant's Employee Stock Ownership Plan and through reinvestment of dividends paid on the shares in this fund (ESOP Trust). |
| 2. Restricted Shares acquired pursuant to the 2005-2007 Long-Term Incentive Plan will vest upon a share of the Registrant's common stock reaching the following stock price milestones: twenty (20%) percent of grant upon closing price of a share attaining $14.00; twenty (20%) percent of grant upon closing price of a share attaining $16.75; twenty (20%) percent of grant upon closing price of a share attaining $19.88; and forty (40%) of grant upon closing price of share attaining $23.60. Shares will vest as stated above when a particular milestone is reached and maintained for ten (10) consecutive trading days, based on the closing price of a share of the Registrant's common stock on the New York Stock Exchange. |
| 3. Options will vest as follows: one-third (1/3) of grant on February 23, 2006; one-third (1/3) of grant on February 23, 2007; and one-third of grant on February 23, 2008. |
| Michael F. Vagnini | 02/24/2005 | |
| ** 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 Number. | ||