Huntsman CORP — Director's Dealing 2014

Dec 1, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Huntsman CORP (HUN)
CIK: 0001307954
Period of Report: 2014-11-26

Reporting Person: Huntsman Peter R (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-26	Common Stock	M	454950	$23.00	Acquired	4045417	Direct
2014-11-26	Common Stock	S	423261	$26.2126	Disposed	3622156	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-26	Option (Right to Buy)	$23.00	M	454950	Disposed	2015-02-10	Common Stock (454950)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	191000	Indirect
Common Stock	843657	Indirect
Common Stock	933328	Indirect

Footnotes

F1: These shares were withheld for payment of the exercise price and to satisfy tax withholding obligations. Peter Huntsman retained the remaining 31,689 shares acquired upon exercise of the options.

F2: The price reported in Column 4 of Table 1 on Line 2 with respect to the shares sold on November 26, 2014 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.99 to $26.35 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 sold at each separate price within the range set forth in Footnote (2) to this Form 4.

F3: Represents shares held by spouse as Uniform Gifts to Minors Act custodian for six of the reporting person's children. The reporting person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

F4: Represents shares held by spouse as Utah Uniform Transfer to Minors Act custodian for eight of the reporting person's children. The reporting person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

F5: These options granted under the Huntsman Stock incentive Plan were scheduled to expire on February 10, 2015 and vested in three equal annual installments beginning February 10, 2006.