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*
LASRY MARC

(Last) (First) (Middle)
C/O AVENUE CAPITAL
399 PARK AVENUE, 6TH FL.

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
STERLING CHEMICALS INC [ SCHI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/29/2011
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 03/29/2011 S 545 D $2.5 357,148 I SEE FOOTNOTES(1)(2)(3)
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
Explanation of Responses:
1. The shares of Common Stock, par value $0.01 per share (the "Common Stock") of Sterling Chemicals, Inc. (the "Issuer") the disposition of which is reported in this Form 4 were held directly by Avenue Special Situations Fund V, L.P., a private investment partnership ("Spec V"), Avenue Special Situations Fund IV, L.P., a private investment partnership ("Spec IV") and Avenue-CDP Global Opportunities Fund, L.P. a private investment partnership ("CDP"). Avenue Investments, L.P., a private investment partnership ("Investments"), and Avenue International Master, L.P., a private investment partnership (collectively, with Spec V, Spec IV, CDP and Investments, the "Avenue Entities") also hold shares of Common Stock of the Issuer, but did not dispose of any of such shares of Common Stock in the reported transaction. (See Footnote 2 for continuation.)
2. The Reporting Person is (i) the Managing Member of Avenue Capital Management II GenPar, LLC, which is the general partner of Avenue Capital Management II, L.P., which is the registered investment adviser to each of the Avenue Entities and (ii) the Managing Member of each of the Managing Members of each of the general partners of the Avenue Entities.
3. The Reporting Person is deemed to be the indirect beneficial owner of the shares of Common Stock of the Issuer the disposition of which is reported in this Form 4, as well as of the shares of Common Stock of the Issuer reported as beneficially owned following the reported transaction, by reason of his ability to direct the vote and/or disposition of such shares of Common Stock, and his pecuniary interest in such shares of Common Stock (within the meaning of Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended) was a fractional interest in such amount. The Reporting Person disclaims beneficial ownership of any and all such amounts in excess of such actual pecuniary interest.
/s/ Eric Ross as Attorney-in-Fact for Marc Lasry 03/30/2011
** 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).
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