SEC Form 4 · accession 0001306830-18-000115
Celanese Corp · CE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William M Brown
Director
Period of report
Apr 20, 2018
Accepted (ET)
Apr 24, 2018 · 4:34 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001306830
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Series A Common StockF1 | Apr 20, 2018 | A | 1,372 | $0.00 | A | 3,073 | D | |
| Series A Common StockF2 | Apr 20, 2018 | D | 1,601 | — | D | 1,472 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF3,F4 | — | Apr 20, 2018 | A | 1,601 | A | — | — | Series A Common Stock | 1,601 | 3,866 | D |
Explanation of responses
- F1Annual grant of restricted stock units pursuant to the Company's 2009 Global Incentive Plan, as amended and restated. The restricted stock units vest in full on the one-year anniversary of the date of the grant. The reporting person has elected that upon vesting of the restricted stock units, receipt of the shares of Series A Common Stock be deferred under the Company's 2008 Deferred Compensation Plan; accordingly, upon vesting, the reporting person will instead receive an equal number of shares of phantom stock. As provided in the Company's 2008 Deferred Compensation Plan, the phantom stock becomes payable in shares of Series A Common Stock upon the earlier of the date previously elected by the reporting person to receive payment or the termination of the reporting person's service as a director of the Company.
- F2Upon vesting of 1,601 Restricted Stock Units granted to the reporting person on April 20, 2017, the reporting person deferred the receipt of 1,601 shares of Series A Common Stock and received instead 1,601 shares of phantom stock pursuant to the Company's 2008 Deferred Compensation Plan. As a result, the reporting person is reporting the disposition of 1,601 shares of Series A Common Stock in exchange for an equal number of shares of phantom stock.
- F3Each share of phantom stock represents the right to receive one share of Series A Common Stock.
- F4As provided in the 2008 Deferred Compensation Plan, the reported phantom stock becomes payable in shares of Series A Common Stock upon termination of the reporting person's service as a director of the Company subject to certain restrictions and limitations.