Lyondell Chemical Co - Statement of Changes in Beneficial Ownership (4)
November 21 2007 - 12:03PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
DENICOLA T KEVIN
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2. Issuer Name
and
Ticker or Trading Symbol
LYONDELL CHEMICAL CO
[
LYO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Senior Vice President and CFO
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(Last)
(First)
(Middle)
1221 MCKINNEY, SUITE 700
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/20/2007
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(Street)
HOUSTON, TX 77010
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
(1)
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11/20/2007
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A
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24312
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A
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(1)
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85879
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D
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Common Stock
(1)
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11/20/2007
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D
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24312
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D
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$47.01
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57392
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D
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Common Stock
(2)
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11/20/2007
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M
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2019
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A
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(2)
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63586
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D
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Common Stock
(2)
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11/20/2007
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D
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2019
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D
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$46.52
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57392
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D
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Common Stock
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5200
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I
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By 401(K)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Phantom Stock
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(3)
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11/20/2007
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M
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2019
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(2)
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(2)
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Common Stock
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2019
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(3)
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0
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D
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Explanation of Responses:
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(
1)
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This reports the payout of a performance award denominated in shares of the Company?s common stock pursuant to the terms of the award in connection with Lyondell shareholder approval of the merger of Lyondell with a subsidiary of Basell AF pursuant to the Agreement and Plan of Merger dated July 16, 2007. The amount of the payout is based on the fair market value of 24,312 shares of common stock.
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(
2)
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Phantom Stock, which provided for vesting in 3 equal annual installments beginning one year from the date of grant, subject to earlier vesting upon specified events, vested and was settled in cash pursuant to the terms of the award in connection with Lyondell shareholder approval of the merger. The amount of the payout is based on the closing price of the Company?s common stock on the date of shareholder approval of $46.52.
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(
3)
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Converts on a 1 for 1 basis.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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DENICOLA T KEVIN
1221 MCKINNEY, SUITE 700
HOUSTON, TX 77010
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Senior Vice President and CFO
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Signatures
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/s/ KERRY A. GALVIN as Attorney In Fact for T. Kevin DeNicola
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11/21/2007
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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