Celanese Corp — Director's Dealing 2012

May 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Celanese Corp (CE)
CIK: 0001306830
Period of Report: 2012-05-11

Reporting Person: ONEILL PAUL H (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-13	Series A Common Stock	D	1664	—	Disposed	12739	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-11	Phantom Stock	$	I	740.21	Disposed	2012-05-11	Series A Common Stock (740.21)	Direct
2012-05-13	Phantom Stock	$	A	1664	Acquired		Series A Common Stock (1664.0)	Direct

Footnotes

F1: Upon the vesting of the restricted stock units granted to the reporting person on May 13, 2011, the reporting person deferred the receipt of 1,664 shares of Series A Common Stock and received instead 1,664 shares of phantom stock pursuant to the Company's 2008 Deferred Compensation Plan. As a result, the reporting person is reporting the disposition of 1,664 shares of series Common Stock in exchange for an equal number of shares of phantom stock.

F2: Each share of phantom stock represents the right to receive either one share of Series A Common Stock or the cash value of one share of Series A Common Stock.

F3: The reported phantom stock represents compensation for director services, which were previously deferred under the 2008 Deferred Compensation Plan. On May 11, 2012, these shares of phantom stock were settled for cash.

F4: As provided in the 2008 Deferred Compensation Plan, the reported phantom stock becomes payable in shares of Series A Common Stock upon the termination of the reporting person's service as a director of the Company.