Celanese Corp — Director's Dealing 2017

Apr 24, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Celanese Corp (CE)
CIK: 0001306830
Period of Report: 2017-04-20

Reporting Person: IHLENFELD JAY V (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-20	Series A Common Stock	A	1601	—	Acquired	7575	Direct
2017-04-21	Series A Common Stock	D	1717	—	Disposed	5858	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-21	Phantom Stock	$	A	1717	Acquired		Series A Common Stock (1717.0)	Direct

Footnotes

F1: Annual grant of restricted stock units pursuant to the Company's 2009 Global Incentive Plan, as Amended and Restated February 9, 2017. 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.

F2: Upon vesting of 1,717 Restricted Stock Units granted to the reporting person on April 21, 2016, the reporting person deferred the receipt of 1,717 shares of Series A Common Stock and received instead 1,717 shares of phantom stock pursuant to the Company's 2008 Deferred Compensation Plan. As a result, the reporting person is reporting the disposition of 1,717 shares of Series A Common Stock in exchange for an equal number of shares of phantom stock.

F3: Each share of phantom stock represents the right to receive one share of Series A Common Stock.

F4: As provided in the 2008 Deferred Compensation Plan, on the earlier 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, the reported phantom stock becomes payable in shares of Series A Common Stock subject to certain limitations.