Huntsman CORP — Director's Dealing 2012

Feb 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Huntsman CORP (HUN)
CIK: 0001307954
Period of Report: 2012-02-01

Reporting Person: Huntsman James H (Division President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-01	Common Stock	A	14914	—	Acquired	60936	Direct
2012-02-02	Common Stock	F	509	$13.39	Disposed	60427	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-01	Option (Right to Buy)	$13.41	A	31447	Acquired	2022-02-01	Common Stock (31447)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	20590	Indirect
Common Stock	17497282	Indirect

Footnotes

F1: These shares of restricted stock granted under the Huntsman Stock Incentive Plan vest in three equal annual installments beginning February 1, 2013.

F2: Shares automatically withheld upon vesting of restricted stock to satisfy tax withholding obligations.

F3: These options granted under the Huntsman Stock Incentive Plan vest in three equal annual installments beginning February 1, 2013.

F4: The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuinary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

F5: These shares are owned directly by Huntsman Family Holdings Company LLC and indirectly by other members of Huntsman Family Holdings Company LLC and the reporting person. The reporting person disclaims beneficial ownership of the shares held by Huntsman Family Holdings Company LLC, except to the extent of his pecuinary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.