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^*

Roudeix Richard

(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)
	SVP, O&P - EAI

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2018

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	02/21/2018		F		41⁽¹⁾	D	$109.09	5,207.751⁽²⁾	D
Class A Ordinary Shares	02/21/2018		F		161⁽³⁾	D	$109.09	5,046.751⁽²⁾	D
Class A Ordinary Shares	02/21/2018		F		89⁽⁴⁾	D	$109.09	4,957.751⁽²⁾	D
Class A Ordinary Shares	02/21/2018		A		1,034	A	$0.00	5,991.751⁽²⁾	D
Class A Ordinary Shares	02/21/2018		A		442⁽⁵⁾	A	$109.09	6,433.751⁽²⁾	D
Class A Ordinary Shares	02/21/2018		A		112⁽⁶⁾	A	$109.09	6,545.751⁽²⁾	D
Class A Ordinary Shares	02/21/2018		A		243⁽⁷⁾	A	$109.09	6,788.751⁽²⁾	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)
Stock Options (Right to Buy)	$109.09	02/21/2018		A		5,216		⁽⁸⁾	02/21/2028	Class A Ordinary Shares	5,216	$0.00	5,216	D

Explanation of Responses:

1. Represents shares required to satisfy tax withholding obligations in connection with the vesting of 442 shares of performance-based stock granted to the Reporting Person on April 2, 2015.

2. Includes 2,717 restricted stock units ("RSUs") granted pursuant to the issuer's long-term incentive plan: 45 granted on April 2, 2015 vest on April 2, 2018; 97 granted on July 1, 2015 which vest on July 1, 2018; 615 granted on February 16, 2016 that vest on February 16, 2019 and 926 granted on February 16, 2017 that vest on February 16, 2020. The 1,034 RSUs reported on this Form 4 vest on February 21, 2021.

3. Represents shares required to satisfy tax withholding obligations in connection with the vesting of 112 shares of performance-based stock granted to the Reporting Person on February 17, 2015.

4. Represents shares required to satisfy tax withholding obligations in connection with the vesting of 243 shares of performance-based stock granted to the Reporting Person on July 1, 2015.

5. Represents shares earned in connection with the performance-based stock previously granted and unreportable on February 17, 2015 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 21, 2018 following certification by the Issuer's compensation committee.

6. Represents shares earned in connection with the performance-based stock previously granted and unreportable on April 2, 2015 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 21, 2018 following certification by the Issuer's compensation committee.

7. Represents shares earned in connection with the performance-based stock previously granted and unreportable on July 1, 2015 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 21, 2018 following certification by the Issuer's compensation committee.

8. Granted pursuant to the issuer's long-term incentive plan. Award vests as follows: 1,740 vest on February 21, 2019, 1,738 vest on February 21, 2020 and 1,738 vest on February 21, 2021.

Remarks:

	/s/ Lara A. Mason, Attorney-in-Fact	02/23/2018
	** 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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