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^*

Blackstone Management Partners IV L.L.C.

(Last)

(First)

(Middle)

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Celanese CORP [ CE ]

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

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		See remarks

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2007

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)
Series A common stock, par value $0.0001 per share	05/14/2007		M		92,332	D⁽¹⁾⁽²⁾⁽³⁾	$16	92,332	D⁽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)
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)
Non-Qualified Stock Option (right to buy)	$16	05/14/2007		M			92,332	12/31/2006⁽¹⁾	01/25/2015	Series A common stock, par value $0.0001 per share	92,332	$0	30,778	D⁽¹⁾⁽²⁾⁽³⁾

Explanation of Responses:

1. Granted pursuant to the Issuer's 2004 Stock Incentive Plan. The options vested with respect to 25% of the option shares on each of January 25, 2005, December 31, 2005 and December 31, 2006, and will vest, subject to the continued service of Messrs. Chinh E. Chu, Benjamin J. Jenkins, Anjan Mukherjee, Hanns Ostmeier and James A. Quella as directors of the Issuer, with respect to 25% on December 31, 2007.

2. All rights to the non-qualified stock options were issued to the Designated Filer in connection with the services of Messrs. Chinh E. Chu, Benjamin J. Jenkins, Anjan Mukherjee, Hanns Ostmeier and James A. Quella as directors of the Issuer.

3. As controlling members of the Designated Filer, Peter G. Peterson and Stephen A. Schwarzman may be deemed to beneficially own the securities held by the Designated Filer. Each of Messrs. Peterson and Schwarzman disclaim beneficial ownership of such securities, except to the extent of their respective pecuniary interest therein.

Remarks:

Designated Filer, together with Blackstone Capital Partners (Cayman) Ltd. 1, Blackstone Capital Partners (Cayman) Ltd. 2 and Blackstone Capital Partners (Cayman) Ltd. 3 (collectively, the "Partnerships"), has entered into an Underwriting Agreement in connection with a secondary offering of the Issuer's Series A common stock. Accordingly, Designated Filer may be deemed to be a member of a group with the Partnerships for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. This Statement shall not be construed as an admission that the Designated Filer is, for purposes of Section 13(d) or otherwise, a member of any such group.

	/s/ Robert L. Friedman	05/15/2007
	** 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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