SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Sutton Scott McDougald

(Last)

(First)

(Middle)

C/O CELANESE CORPORATION

222 W LAS COLINAS BLVD, SUITE 900N

(Street)

IRVING

75039

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2015

3. Issuer Name and Ticker or Trading Symbol
Celanese Corp [ CE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Pres, Materials Solution

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Common Stock	16,771.31⁽¹⁾	D
Series A Common Stock	5.36	I	By 401(k) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Phantom Stock	⁽²⁾	⁽²⁾	Series A Common Stock	521.24	⁽³⁾	D

Explanation of Responses:

1. Includes 1,190 and 11,318 time-vesting restricted stock units ("RSUs") granted pursuant to the Company's 2009 Global Incentive Plan on October 24, 2013 and February 4, 2015. Subject to continued employment, the RSUs vest as follows: 585 RSUs on October 24, 2015, 605 RSUs on October 24, 2016, 3,734 RSUs on each of February 4, 2016 and February 4, 2017 and 3,850 RSUs on February 4, 2018.

2. The reported phantom stock represents compensation deferred under the Company's 2008 Deferred Compensation Plan (the "Plan"). As provided by the Plan, the reporting person may transfer the phantom stock account into an alternative investment account at any time. The phantom stock becomes payable in cash, subject to certain exceptions and limitations, on the earlier of the date previously elected by the reporting person to receive payment or the reporting person's termination of employment.

3. Each share of phantom stock represents the right to receive one share of Series A Common Stock.

Remarks:

Exhibit List: Exhibit No. 24 - Power of Attorney

	/s/ Jacqueline R. Hall, attorney-in-fact for Scott McDougald Sutton	06/09/2015
	** 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 5 (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.
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