SEC FORM 4

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

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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^*

GOTTWALD WILLIAM M

(Last)

(First)

(Middle)

330 SOUTH FOURTH STREET

(Street)

RICHMOND

23219

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALBEMARLE CORP [ ALB ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2008

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								2,296,791	D
Common Stock								56,120	I	Shares held in trust fbo William M. Gottwald, Jr., u/a dtd 10/13/83.⁽¹⁾
Common Stock								44,865	I	Shares held in trust fbo William M. Gottwald, Jr. u/a dtd 1/3/89.⁽²⁾
Common Stock								85,129	I	Shares held by William M. Gottwald, Jr.⁽³⁾
Common Stock								25,153	I	Shares held in trust fbo Elizabeth I. Gottwald u/a dtd 3/28/85.⁽⁴⁾
Common Stock								44,865	I	Shares held in trust fbo Elizabeth I. Gottwald u/a dtd 1/3/89.⁽²⁾
Common Stock								116,096	I	Shares held by Elizabeth I. Gottwald.⁽⁵⁾
Common Stock								55,690	I	Shares held in trust fbo reporting person's children u/a dtd 8/16/90.
Common Stock								130,100	I	Shares held as co-Trustee fbo reporting person's family u/a dtd 12/16/91.⁽⁶⁾
Common Stock								10,748	I	Shares held as Trustee fbo Samuel S. Gottwald u/a dtd 12/21/87.
Common Stock								37,975	I	Shares held as Trustee fbo Samuel S. Gottwald u/a dtd 1/3/89.⁽⁷⁾
Common Stock								6,452	I	Shares held as Trustee fbo James Christian Gottwald u/a dtd 10/20/87.
Common Stock								11,414	I	Shares held as Trustee fbo James Christian Gottwald u/a dtd 10/20/87.
Common Stock								37,975	I	Shares held as Trustee fbo James Christian Gottwald u/a dtd 10/20/87.⁽⁷⁾
Common Stock								18,294	I	Shares held as Trustee fbo James Christian Gottwald u/a dtd 10/20/87.
Common Stock								26,450	I	Shares held as Trustee fbo Charles Houston Gottwald u/a dtd 9/5/89.
Common Stock								37,799	I	Shares held as Trustee fbo Charles Houston Gottwald u/a dtd 9/5/89.⁽⁷⁾
Common Stock								9,514	I	Shares held as Trustee fbo Charles Houston Gottwald u/a dtd 9/5/89.
Common Stock								43,727	I	Shares held as Trustee fbo Margaret Addison Gottwald u/a dtd 3/9/92.⁽⁷⁾
Common Stock								17,894	I	Shares held as Trustee fbo Sarah W. Gottwald u/a dtd 1/3/89.
Common Stock	02/08/2008		D		700,000	D	$37.2174	560,708	I	Shares held of record by Westham Partners, L.P., reporting person general partner & limited partner.⁽⁸⁾
Common Stock	02/08/2008		D		1,000,000	D	$37.2174	0	I	Shares held as co-Trustee fbo reporting person's family u/w Floyd D. Gottwald.⁽⁹⁾
Common Stock								30,892	I	Held by Spouse⁽¹⁰⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Includes 24,673 shares held of record by Westham Partners, L.P. Decrease in shares reflects proportionate decrease for sale of shares from Westham Partners, L.P.

2. 12,545 held of record by Westham Partners, L.P. Decrease in shares reflects proportionate decrease for sale of shares from Westham Partners, L.P.

3. Includes 37,427 shares held by Westham Partners, L.P. Decrease in shares reflects proportionate decrease for sale of shares from Westham Partners, L.P.

4. 11,058 shares held of record by Westham Partners, L.P. Decrease in shares reflects proportionate decrease for sale of shares from Westham Partners, L.P.

5. Includes 51,041 shares held by Westham Partners, L.P. Decrease in shares reflects proportionate decrease for sale of shares from Westham Partners, L.P.

6. 57,198 shares held of record by Westham Partners, L.P. Decrease in shares reflects proportionate decrease for sale of shares from Westham Partners, L.P.

7. 11,268 shares held of record by Westham Partners, L.P. Decrease in shares reflects proportionate decrease for sale of shares from Westham Partners, L.P.

8. Price calculated per the terms of an Agreement between Westham Partners, L.P. and Albemarle Corporation. Decrease in shares reflects proportionate decrease for sale of shares from Westham Partners, L.P. *

9. Price calculated per the terms of an Agreement between the Grandfather Trust and Albemarle Corporation.

10. Additional Indirect Holdings: 8,406 shares held by Trustee under Albemarle Savings Plan; 19,052 shares held as co-trustee fbo James M. Gottwald u/a dtd 12/1/81; 17,894 shares held as co-trustee fbo James M. Gottwald u/a dtd 1/3/89; 10,972 shares held as co-trustee fbo Sarah W. Gottwald u/a dtd 3/1/83.

Remarks:

	Nicole C. Daniel, Attorney in Fact	02/11/2008
	** 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.
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