SEC Form 4
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
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*
Huntsman James H

(Last) (First) (Middle)
500 HUNTSMAN WAY

(Street)
SALT LAKE CITY UT 84108

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Huntsman CORP [ HUN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Division President
3. Date of Earliest Transaction (Month/Day/Year)
08/20/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check 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 (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 08/20/2014 M 12,279 A $11.21 71,644 D
Common Stock 08/20/2014 S 12,279 D $27.437 (1) 59,365 D
Common Stock 08/20/2014 M 20,965 A $13.41 80,330 D
Common Stock 08/20/2014 S 20,965 D $27.437 (1) 59,365 D
Common Stock 08/20/2014 M 8,418 A $17.85 67,783 D
Common Stock 08/20/2014 S 8,418 D $27.437 (1) 59,365 D
Common Stock 15,118 (2) I By Brownie Capital, LLC
Common Stock 11,945,744 (3) I By Huntsman Family Holdings Company LLC
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Option (Right to Buy) $11.21 08/20/2014 M 12,279 (4) 08/08/2021 Common Stock 12,279 $0 0 D
Option (Right to Buy) $13.41 08/20/2014 M 20,965 (5) 02/01/2022 Common Stock 20,965 $0 10,482 D
Option (Right to Buy) $17.85 08/20/2014 M 8,418 (6) 02/06/2023 Common Stock 8,418 $0 16,835 D
Explanation of Responses:
1. The price reported in Column 4 of Table 1 on Lines 2, 4 and 6 with respect to the shares sold on August 20, 2014 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.43 to $27.45 per share. The Reporting Person has provided to the Issuer, and undertakes to provide to any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in Footnote (1) to this Form 4.
2. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuinary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
3. These shares are owned directly by Huntsman Family Holdings Company LLC and indirectly by other members of Huntsman Family Holdings Company LLC and the reporting person. The reporting person disclaims beneficial ownership of the shares held by Huntsman Family Holdings Company LLC, except to the extent of his pecuinary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
4. This option vested in three equal annual installments beginning August 8, 2011.
5. This option vested as to 10,483 shares on February 1, 2013, 10,482 shares on February 1, 2014 and will vest with respect to the remaining 10,482 shares on February 1, 2015.
6. This option vested as to 8,418 shares on February 6, 2014 and will vest with respect to 8,417 shares on February 6, 2015 and 8,418 shares on February 6, 2016.
Remarks:
Sean H. Pettey, by Power of Attorney 08/20/2014
** 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.