Huntsman CORP — Director's Dealing 2012

Feb 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Huntsman CORP (HUN)
CIK: 0001307954
Period of Report: 2012-02-23

Reporting Person: Huntsman Jon M (Director, Executive Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-23	Common Stock	S	250000	$13.5399	Disposed	17147282	Indirect
2012-02-23	Common Stock	F	7766	$13.54	Disposed	509186	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	22900	Indirect

Footnotes

F1: At the request of Jon M. Huntsman, Huntsman Family Holdings Company LLC sold the 250,000 shares reported in Line 1 of Table 1 of this report for the benefit of, and distributed the proceeds of such sale to, Jon M. Huntsman, who intends to use them to meet charitable obligations.

F2: The price reported in Column 4 with respect to the shares sold on February 23, 2012 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.50 to $13.60 per share. The Reporting Person has provided to the Issuer, and undertakes to provide to any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in Footnote (2) to this Form 4.

F3: These shares are owned directly by Huntsman Family Holdings Company LLC and indirectly by other members of Huntsman Family Holdings Company LLC and Jon M. Huntsman. Jon M. Huntsman disclaims beneficial ownership of the shares held by Huntsman Family Holdings Company LLC, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or for any other purpose.

F4: Shares automatically withheld upon vesting of restricted stock to satisfy tax withholding obligations.

F5: These shares are owned directly by the Karen H. Huntsman Inheritance Trust. Jon M. Huntsman may be deemed to be the beneficial owner of these shares by virtue of being the spouse of Karen H. Huntsman, the trustee of the Karen H. Huntsman Inheritance Trust. Jon M. Huntsman disclaims beneficial ownership of the shares held by the Karen H. Huntsman Inheritance Trust, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or for any other purpose.