HAIN J TRAVIS 4
4 · Celanese CORP · Filed Nov 21, 2005
Insider Transaction Report
Form 4
HAIN J TRAVIS
10% Owner
Transactions
- Sale
Series A Common Stock
2005-11-17$17.10/sh−887,574$15,177,515→ 7,017,595 total(indirect: see footnote)
Footnotes (3)
- [F1]Pursuant to that Third Amended and Restated Shareholders' Agreement, dated as of 10/31/05, as amended by Amendment #1, by and among Celanese Corporation, Blackstone Capital Partners (Cayman) Ltd. 1 ("BCP 1"), Blackstone Capital Partners (Cayman) Ltd. 2 ("BCP 2") and Blackstone Capital Partners (Cayman) Ltd. 3 ("BCP 3" and, together with BCP 1 and BCP 2, the "Blackstone Entities") and BA Capital Investors Sidecar Fund, L.P. ("BACI"), BACI has granted BCP 1 (or one or more of its affiliates) a proxy (the "Proxy") to vote the shares of Series A Common Stock held by BACI with respect to all matters to be acted upon by the stockholders of Celanese Corporation at any time during the term of such Shareholders Agreement or until such time as the Blackstone entities and BACI together own less than 50% of the outstanding shares of Series A Common Stock or the Proxy is otherwise terminated.
- [F2]BACI and the Blackstone entities and certain of their affiliates may be considered to have acted or to be acting in concert with respect to the common stock and, consequently, BACI and the Blackstone Entities and certain of their affiliates may be deemed to constitute a "group" for purposes of Section 13(D) of the Exchange Act. BACI disclaims membership in any such "group" with the Blackstone Entities and certain of their affiliates. Including the shares of common stock held by the Blackstone Entities, BACI's aggregate beneficial ownership would be 94,908,661 shares of Series A Common Stock. BACI disclaims such beneficial ownership.
- [F3]BA CAPITAL INVESTORS SIDECAR FUND, L.P. ("BACI") OWNS THE SECURITIES REPORTED AS BENEFICIALLY OWNED ON THIS FORM 4. AS A DIRECTOR OF BACM I SIDECAR GP LIMITED, THE GENERAL PARTNER OF BA CAPITAL MANAGEMENT SIDECAR, L.P., WHICH IS THE GENERAL PARTNER OF BACI, MR. HAIN CONTROLS BACI. MR. HAIN DISCLAIMS BENEFICIAL OWNERSHIP OF THE REPORTED SHARES EXCEPT TO THE EXTENT OF HIS PECUNIARY INTEREST THEREIN.