Edgar Filing: Huntsman Peter R

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Huntsman Family Holdings CO LLC

2. Issuer Name and Ticker or Trading Symbol
Huntsman CORP [HUN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

500 HUNTSMAN WAY

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2007

(Street)

SALT LAKE CITY, UT 84108

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/24/2009		S		300 ⁽¹⁾	D	$ 11.5	24,902,706	D ⁽²⁾
Common Stock	12/28/2009		S		465,300 ⁽¹⁾	D	$ 11.5023 ⁽³⁾	24,437,406	D ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Huntsman Family Holdings CO LLC 500 HUNTSMAN WAY SALT LAKE CITY, UT 84108		X
Huntsman Jon M 500 HUNTSMAN WAY SALT LAKE CITY, UT 84108	X	X	Executive Chairman
Huntsman Peter R 10003 WOODLOCH FOREST DRIVE THE WOODLANDS, TX 77380	X	X	President, CEO

Signatures

Sean H. Pettey, by Power of Attorney		12/29/2009
^**Signature of Reporting Person		Date
Sean H. Pettey, by Power of Attorney		12/29/2009
^**Signature of Reporting Person		Date
Sean H. Pettey, by Power of Attorney		12/29/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	At the request of the Trustee of the Kathleen Ann Huntsman Trust, Huntsman Family Holdings Company LLC sold the shares covered by this report for the benefit of, and distributed the proceeds of such sale to, the Kathleen Ann Huntsman Trust. Kathleen Huntsman, an adult child of Jon M. Huntsman, is the beneficiary of the Kathleen Ann Huntsman Trust. Neither Jon M. Huntsman nor Peter R. Huntsman had any pecuniary interest in the shares sold in the transactions reported in this Form 4.
(2)	At the request of the Trustee of the Kathleen Ann Huntsman Trust, Huntsman Family Holdings Company LLC sold the shares covered by this report for the benefit of, and distributed the proceeds of such sale to, the Kathleen Ann Huntsman Trust. The shares in Column 5 are owned directly by Huntsman Family Holdings Company LLC and indirectly by Jon M. Huntsman and Peter R. Huntsman, each of whom may be deemed to have a pecuniary interest in Huntsman Family Holdings Company LLC. Each of Jon M. Huntsman and Peter R. Huntsman disclaims beneficial ownership of the shares 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.
(3)	The price reported in Column 4 with respect to the 465,300 shares sold on December 28, 2009 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.50 to $11.56. The Reporting Persons have provided to the Issuer, and undertake 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 (4) to this Form 4.

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