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^*

Roberts Timothy D.

(Last)

(First)

(Middle)

4TH FLOOR

ONE VINE STREET

(Street)

LONDON

W1J 0AH

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LyondellBasell Industries N.V. [ LYB ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Global O&P

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2015

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)
Class A ordinary shares	02/17/2015		A		6,981⁽¹⁾	A	$0.0000	74,857⁽²⁾	D
Class A ordinary shares	02/17/2015		A		4,281	A	$0.0000	79,138⁽³⁾	D
Class A ordinary shares	02/17/2015		A		357⁽⁴⁾	A	$0.0000	79,495⁽³⁾	D
Class A ordinary shares	02/17/2015		F		97⁽⁵⁾	D	$89.94	79,398⁽³⁾	D
Class A ordinary shares	02/17/2015		F		1,902⁽⁶⁾	D	$89.94	77,496⁽³⁾	D

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)
Opt - Stock Option	$89.94	02/17/2015		A		15,728		⁽⁷⁾	02/17/2025	Class A ordinary shares	15,728	⁽⁷⁾	15,728	D

Explanation of Responses:

1. Represents shares earned in connection with the qualified performance-based stock previously granted and unreportable on February 28, 2012 pursuant to the issuer's long-term incentive plan. Shares were earned based upon the level of attainment of certain performance objectives and continued employment. These shares fully vested on February 17, 2015 following certification by the Issuer's compensation committee.

2. Includes 67,190 restricted stock units ("RSU") granted pursuant to the issuer's long-term incentive plan: 364 granted on December 11, 2012 vest on February 28, 2015; 4,137 granted on June 2, 2011 vest on June 2, 2016; 3,921 granted on February 28, 2012 vest on February 28, 2017; 3,060 granted on February 20, 2014 vest on February 20, 2017; 3,008 vest on February 12, 2018; 2,821 vest on February 20, 2015; 2,821 vest on February 20, 2016; and 2,821 vest on February 20, 2017; 4,424 granted on January 21, 2015 that vest on January 21, 2016, 6,636 granted on January 21, 2015 that vest on January 21, 2017, 11,059 granted on January 21, 2015 that vest on January 21, 2018, 11,059 granted on January 21, 2015 that vest on January 21, 2019 and 11,059 granted on January 21, 2015 that vest on January 21, 2020.

3. Includes 67,190 restricted stock units ("RSU") granted pursuant to the issuer's long-term incentive plan: 364 granted on December 11, 2012 vest on February 28, 2015; 4,137 granted on June 2, 2011 vest on June 2, 2016; 3,921 granted on February 28, 2012 vest on February 28, 2017; 3,060 granted on February 20, 2014 vest on February 20, 2017; 3,008 vest on February 12, 2018; 2,821 vest on February 20, 2015; 2,821 vest on February 20, 2016; and 2,821 vest on February 20, 2017; 4,424 granted on January 21, 2015 that vest on January 21, 2016, 6,636 granted on January 21, 2015 that vest on January 21, 2017, 11,059 granted on January 21, 2015 that vest on January 21, 2018, 11,059 granted on January 21, 2015 that vest on January 21, 2019; 11,059 granted on January 21, 2015 that vest on January 21, 2020 and 4,281 RSUs reported on this Form 4 that vest on February 17, 2018.

4. Represents shares earned in connection with the qualified performance-based stock previously granted and unreportable on December 11, 2012, pursuant to the issuer's long-term incentive plan. Shares were earned based upon the level of attainment of certain performance objectives and continued employment. These shares fully vested on February 17, 2015 following certification by the Issuer's compensation committee.

5. Represents shares required to satisfy tax withholding obligations in connection with the vesting of 357 shares of qualified performance-based stock granted to the Reporting Person on December 11, 2012.

6. Represents shares required to satisfy tax withholding obligations in connection with the vesting of 6,981 shares of qualified performance-based stock granted to the Reporting Person on February 28, 2012.

7. Granted pursuant to the issuer's long-term incentive plan. Award vests as follows: 5,244 vest on February 17, 2016, 5,242 vest on February 17, 2017 and 5,242 vest on February 17, 2018.

	/s/ Amanda K. Maki, Attorney in Fact	02/19/2015
	** Signature of Reporting Person	Date
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