SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Brown William M

(Last) (First) (Middle)
C/O CELANESE CORPORATION
222 W LAS COLINAS BLVD, SUITE 900N

(Street)
IRVING TX 75039

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Celanese Corp [ CE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/12/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/12/2024 D 1,777 D (1) 103 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock (2) 05/12/2024 A 1,777 (3) (3) Common Stock 1,777 $0 14,769.315 D
Phantom Stock (4) 05/13/2024 A 56.757 (5) (5) Common Stock 56.757 $160.24 14,826.072 D
Explanation of Responses:
1. Upon vesting of 1,777 Restricted Stock Units granted to the reporting person on May 12, 2023, the reporting person deferred the receipt of 1,777 shares of Common Stock and received instead 1,777 shares of phantom stock pursuant to the Company's 2008 Deferred Compensation Plan (the "Plan"). As a result, the reporting person is reporting the disposition of 1,777 shares of Common Stock in exchange for an equal number of shares of phantom stock.
2. Each share of phantom stock represents the right to receive one share of Common Stock.
3. As provided in the Plan, the reported phantom stock becomes payable in shares of Common Stock upon termination of the reporting person's service as a director of the Company subject to certain restrictions and limitations.
4. Each share of phantom stock represents the right to receive one share of Common Stock or the cash value of one share of Common Stock.
5. The reported phantom stock represents dividend equivalents on cash compensation and restricted stock units deferred under the Plan. As provided by the Plan, the reporting person may transfer a portion of the phantom stock account into an alternative investment account at any time. The shares of phantom stock become payable in cash or shares of Common Stock, subject to certain conditions and as provided in the Plan, on the earlier of the date previously elected by the reporting person to receive payment or upon termination of the reporting person's service as a director of the Company.
Remarks:
/s/ Adam R. Santosuosso, Attorney-in-Fact for William M. Brown 05/14/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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