X0203 3 2008-08-28 0 0001307954 Huntsman CORP HUN 0001294704 D. E. Shaw Valence Portfolios, L.L.C. 120 WEST FORTY-FIFTH STREET 39TH FLOOR NEW YORK NY 10036 0 0 0 1 See footnotes 1,2,3,4, and 5. 0001327537 D. E. Shaw Oculus Portfolios, L.L.C. 120 WEST FORTY-FIFTH STREET 39TH FLOOR NEW YORK NY 10036 0 0 0 1 See footnotes 1,2,3,4, and 5. 0001009268 D. E. SHAW & CO, L.P. 120 WEST FORTY-FIFTH STREET 39TH FLOOR NEW YORK NY 10036 0 0 0 1 See footnotes 1,2,3,4, and 5. 0001277502 D. E. SHAW & CO, L.L.C. 120 WEST FORTY-FIFTH STREET 39TH FLOOR NEW YORK NY 10036 0 0 0 1 See footnotes 1,2,3,4, and 5. 0001023870 SHAW DAVID E 120 WEST FORTY-FIFTH STREET 39TH FLOOR NEW YORK NY 10036 0 0 0 1 See footnotes 1,2,3,4, and 5. Common Stock 21725642 D On August 28, 2008, D. E. Shaw Valence Portfolios, L.L.C. ("Valence") and D. E. Shaw Oculus Portfolios, L.L.C. ("Oculus") (together, the "Reporting Stockholders"), and certain other institutional investors, delivered a letter (the "Proposal Letter") to Hexion and Apollo Global Management, LLC ("Apollo") indicating their willingness to enter into a legally-binding commitment to subscribe, together with other large investors in the Issuer, for at least $500 million of Contingent Value Rights to be issued by Hexion upon consummation of the merger contemplated by the Merger Agreement. (Continued in footnote 2) The Proposal Letter included a draft Additional Financing Commitment Letter and accompanying term sheet, each of which are filed as exhibits to the Amendment No. 1 to the Statement on Schedule 13D filed by the reporting persons on August 28, 2008 (the "Schedule 13D Amendment"), and stated that the Reporting Stockholders and other signatories to the Proposal Letter (together, the "Initial Investors") were willing to enter into the Additional Financing Commitment Letter in the form attached thereto, or to discuss any comments or suggestions of Hexion and Apollo. Representatives of the Reporting Stockholders discussed this proposal with Peter Huntsman and requested that the Huntsman family and certain of their controlled entities (the "Huntsman Family Stockholders") join the commitment letter. As a result of the arrangements contemplated by the Proposal Letter, the reporting persons may be deemed to be members of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, with the Initial Investors and the Huntsman Family Stockholders and, therefore, may be deemed to beneficially own Common Stock beneficially owned by the Initial Investors and the Huntsman Family Stockholders, which the reporting persons disclosed in Item 5 of the Schedule 13D Amendment. This Form 3 shall not be deemed an admission that any reporting person is a beneficial owner of any Common Stock for any purpose, other than the Common Stock reported in Table I. This Form 3 does not reflect any Common Stock owned by the Initial Investors, the Huntsman Family Stockholders, or any other signatory of the Proposal Letter. The Common Stock reported in Table I is held directly by the Reporting Stockholders and D. E. Shaw Synoptic Portfolios 2, L.L.C. ("Synoptic"). D. E. Shaw & Co., L.P. ("DESCO LP") (as investment adviser to Oculus and Synoptic, and as managing member of and investment adviser to Valence), D. E. Shaw & Co., L.L.C. ("DESCO LLC") (as managing member of Oculus and Synoptic), and Mr. David E. Shaw (as president and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of DESCO LP, and as president and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of DESCO LLC), may be deemed to be the beneficial owners of the Common Stock held by the Reporting Shareholders for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. (Continued in footnote 5) In accordance with instruction 5(b)(iv), the entire number of shares of Common Stock that may be deemed to be beneficially owned by Valence, Oculus, Synoptic, DESCO LP, DESCO LLC, and David E. Shaw is reported herein. Each of DESCO LP, DESCO LLC, and David E. Shaw disclaims any beneficial ownership of any Common Stock listed in this Form 3, except to the extent of any pecuniary interest therein. D. E. Shaw Valence Portfolios, L.L.C., By: D. E. Shaw & Co., L.P. as managing member, By: /s/ Rochelle Elias, Chief Compliance Officer 2008-09-08 D. E. Shaw Oculus Portfolios, L.L.C. By: D. E. Shaw & Co., L.L.C., as managing member By: /s/ Rochelle Elias, Chief Compliance Officer 2008-09-08 D. E. Shaw & Co., L.P. By: /s/ Rochelle Elias, Chief Compliance Officer 2008-09-08 D. E. Shaw & Co., L.L.C. By: /s/ Rochelle Elias, Chief Compliance Officer 2008-09-08 David E. Shaw By: /s/ Rochelle Elias, Attorney-in-Fact for David E. Shaw 2008-09-08