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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: February 28, 2011
Estimated average burden
hours per response 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MATLINPATTERSON LLC

(Last) (First) (Middle)
520 MADISON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
02/16/2005
4. If Amendment, Date of 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
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 02/16/2005 S ( 1 ) 14,093,410 ( 1 ) D $23 129,776,387 ( 1 ) I By HMP Equity Trust ( 1 )
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
1. Name and Address of Reporting Person*
MATLINPATTERSON LLC

(Last) (First) (Middle)
520 MADISON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MATLINPATTERSON ASSET MANAGEMENT LLC

(Last) (First) (Middle)
520 MADISON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS LP

(Last) (First) (Middle)
520 MADISON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS B LP

(Last) (First) (Middle)
520 MADISON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS BERMUDA LP

(Last) (First) (Middle)
520 MADISON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MATLINPATTERSON GLOBAL PARTNERS LLC

(Last) (First) (Middle)
520 MADISON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MATLINPATTERSON GLOBAL ADVISERS LLC

(Last) (First) (Middle)
520 MADISON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PATTERSON MARK R

(Last) (First) (Middle)
520 MADISON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MATLIN DAVID J

(Last) (First) (Middle)
520 MADISON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. See Below
Remarks:
MatlinPatterson Global Opportunities Partners L..P., MatlinPatterson Global Opportunities Partners B, L..P. and MatlinPatterson Global Opportunities Partners (Bermuda) L.P. (collectively, the "Partnerships") are beneficiaries of HMP Equity Trust. MatlinPatterson Global Partners LLC ("Matlin Global Partners") is the general partner of each of the Partnerships. MatlinPatterson Global Advisers LLC ("Matlin Advisers") is the investment advisor to each of the Partnerships. MatlinPatterson Asset Management LLC ("Matlin Asset Management") is the managing member of Matlin Global Partners and Matlin Advisers. MatlinPatterson LLC ("MatlinPatterson") is the managing member of Matlin Asset Management. David J. Matlin, a director of the Issuer, and Mark R. Patterson each own 50% of the membership interests of MatlinPatterson. The Partnerships have dispositive power over certain shares held by HMP Equity Trust. Each of the reporting persons disclaims beneficial ownership of the shares held by HMP Equity Trust except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
Mark R. Patterson, as Member for MatlinPatterson LLC 02/18/2005
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.