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 ASSOCIATES CAYMAN IV LP

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP
345 PARK AVENUE

(Street)
NEW YORK NY 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)
05/18/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
Series A common stock, par value $0.0001 per share 05/18/2007 S(8) 13,647,620 D $35.5 0 I See footnotes(1)(2)(3)(5)(6)(7)
Series A common stock, par value $0.0001 per share 05/18/2007 S(8) 946,501 D $35.5 0 I See footnotes(1)(2)(3)(5)(6)(7)
Series A common stock, par value $0.0001 per share 05/18/2007 S(8) 7,420,144 D $35.5 0 I See footnotes(1)(2)(3)(5)(6)(7)
Series A common stock, par value $0.0001 per share 05/18/2007 S(8) 92,332 D $35.5 0 I See footnotes(4)(5)(6)(7)
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
1. Name and Address of Reporting Person*
BLACKSTONE MANAGEMENT ASSOCIATES CAYMAN IV LP

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
BLACKSTONE CAPITAL PARTNERS CAYMAN IV LP

(Last) (First) (Middle)
BLACKSTONE GROUP
345 PARK AVE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BLACKSTONE FAMILY INVESTMENT PARTNERSHIP CAYMAN IV-A LP

(Last) (First) (Middle)
BLACKSTONE GROUP
345 PARK AVE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BLACKSTONE CAPITAL PARTNERS CAYMAN IV- A LP

(Last) (First) (Middle)
BLACKSTONE GROUP
345 PARK AVE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Blackstone Chemical Coinvest Partners (Cayman) L.P.

(Last) (First) (Middle)
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Blackstone Management Partners IV L.L.C.

(Last) (First) (Middle)
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Other
Explanation of Responses:
1. Blackstone Capital Partners (Cayman) Ltd. 1 ("Cayman 1"), Blackstone Capital Partners (Cayman) Ltd. 2 ("Cayman 2"), and Blackstone Capital Partners (Cayman) Ltd. 3 ("Cayman 3" and, collectively with Cayman 1 and Cayman 2, the "Cayman Entities"), respectively owned 13,647,620, 946,501 and 7,420,144 shares of the Series A common stock previously reported as beneficially owned. Blackstone Capital Partners (Cayman) IV L.P. ("BCP IV") owns 100% of Cayman 1. Blackstone Family Investment Partnership (Cayman) IV-A L.P. ("BFIP") and Blackstone Capital Partners (Cayman) 1V-A L.P. ("BCP IV-A") collectively own 100% of Cayman 2. Blackstone Chemical Coinvest Partners (Cayman) L.P. ("BCCP" and, collectively with BCP IV, BFIP and BCP IV-A, the "Blackstone Funds") owns 100% of Cayman 3.
2. Each of the Blackstone Funds may have been deemed to be the beneficial owner of the shares of Series A common stock held by the Cayman Entities owned by such Blackstone Funds. Blackstone Management Associates (Cayman) IV L.P. ("BMA") is the general partner of each of the Blackstone Funds and, therefore, may also be deemed to have been the beneficial owner of the shares of Series A common stock held by the Cayman Entities. Blackstone LR Associates (Cayman) IV Ltd. ("BLRA") is the general partner of BMA and may also, therefore, have been deemed to be the beneficial owner of the shares of Series A common stock held by the Cayman Entities.
3. Messrs. Peter G. Peterson and Stephen A. Schwarzman are directors and controlling persons of BLRA and, as such, may have been deemed to share beneficial ownership of the shares of Series A common stock held by the Cayman Entities.
4. Blackstone Management Partners IV, L.L.C. ("BMP") owned 92,332 shares of Series A common stock previously reported as beneficially owned. Messrs. Peter G. Peterson and Stephen A. Schwarzman are controlling members of BMP and, as such, may have been deemed to share beneficial ownership of the shares of Series A common stock held by BMP.
5. Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.
6. Information with respect to each of the Reporting Persons is given solely by such Reporting Persons, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
7. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Reporting Persons, other than the Cayman Entities and BMP, herein states that this filing shall not be deemed an admission that he or it was the beneficial owner of any of the shares of Series A common stock covered by this Statement. Each of BLRA, BMA and Messrs. Peter G. Peterson and Stephen A. Schwarzman disclaims beneficial ownership of the Series A common stock, except to the extent of its or his pecuniary interest in such shares of Series A common stock.
8. The shares of the Series A common stock reported as disposed of in the above table were sold in a secondary offering of the Issuer's Series A common stock pursuant to an Underwriting Agreement, dated May 14, 2007.
/s/ Robert L. Friedman 05/18/2007
** 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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