Sec Form 13G Filing - ADAGE CAPITAL PARTNERS GP L.L.C. filing for Celanese Corp (CE) - 2011-02-14

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A*
(Rule 13d-2)
 
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
 
(Amendment No. 3)
 
Celanese Corporation
(Name of Issuer)
 
Series A common stock, $0.0001 par value
(Title of Class of Securities)
 
150870103
(CUSIP Number)
 
December 31, 2010
(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G/A is filed:
 
¨ 
Rule 13d-1(b)
x 
Rule 13d-1(c)
¨ 
Rule 13d-1(d)
 
(Page 1 of 12 Pages)

______________________________
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 
 
CUSIP No.  150870103
13G/A
Page 2 of 12 Pages



1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Adage Capital Partners, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) ¨
(b) x
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
5,030,618
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
5,030,618
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,030,618
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.23%
12
TYPE OF REPORTING PERSON**
PN
** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
 
 
CUSIP No.  150870103
13G/A
Page 3 of 12 Pages



1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Adage Capital Partners GP, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) ¨
(b) x
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
5,030,618
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
5,030,618
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,030,618
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.23%
12
TYPE OF REPORTING PERSON**
OO
** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
 
 
CUSIP No.  150870103
13G/A
Page 4 of 12 Pages



1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Adage Capital Advisors, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) ¨
(b) x
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
5,030,618
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
5,030,618
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,030,618
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.23%
12
TYPE OF REPORTING PERSON**
OO
** SEE INSTRUCTIONS BEFORE FILLING OUT!


 
 
 
CUSIP No.  150870103
13G/A
Page 5 of 12 Pages



1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Robert Atchinson
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) ¨
(b) x
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
5,030,618
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
5,030,618
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,030,618
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.23%
12
TYPE OF REPORTING PERSON**
IN
** SEE INSTRUCTIONS BEFORE FILLING OUT!


 
 
 
CUSIP No.  150870103
13G/A
Page 6 of 12 Pages



1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Phillip Gross
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) ¨
(b) x
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
5,030,618
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
5,030,618
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,030,618
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.23%
12
TYPE OF REPORTING PERSON**
IN
** SEE INSTRUCTIONS BEFORE FILLING OUT!



 
 
 
CUSIP No.  150870103
13G/A
Page 7 of 12 Pages



Item 1 (a).
NAME OF ISSUER.
   
 
The name of the issuer is Celanese Corporation (the "Company").

Item 1(b).
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
   
 
The Company's principal executive offices are located at 1601 West LBJ Freeway, Dallas, TX 75234.

Item 2 (a).
NAME OF PERSON FILING:

 
This statement is filed by:
   
 
(i)
Adage Capital Partners, L.P., a Delaware limited partnership ("ACP") with respect to the shares of Common Stock directly owned by it;
   
 
(ii)
Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACPGP"), as general partner of ACP with respect to the shares of Common Stock directly owned by ACP;
     
 
(iii)
Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACA"), as managing member of ACPGP, general partner of ACP, with respect to the shares of Common Stock directly owned by ACP;
     
 
(iv)
Robert Atchinson ("Mr. Atchinson"), as managing member of ACA, managing member of ACPGP, general partner of ACP with respect to the shares of Common Stock directly owned by ACP; and
     
 
(v)
Phillip Gross ("Mr. Gross"), as managing member of ACA, managing member of ACPGP, general partner of ACP with respect to the shares of Common Stock directly owned by ACP.
   
 
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

Item 2(b).
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 
The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd floor, Boston, Massachusetts 02116.

Item 2(c).
CITIZENSHIP:

 
ACP is a limited partnership organized under the laws of the State of Delaware.  ACPGP and ACA are limited liability companies organized under the laws of the State of Delaware.  Messrs. Gross and Atchinson are citizens of the United States.

Item 2(d).
TITLE OF CLASS OF SECURITIES:
   
 
Series A common stock, $0.0001 par value (the "Common Stock")


 
 
 
CUSIP No.  150870103
13G/A
Page 8 of 12 Pages



Item 2(e).
CUSIP NUMBER:
   
 
150870103

Item 3.
IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 
(a)
¨
Broker or dealer registered under Section 15 of the Act,
 
(b)
¨
Bank as defined in Section 3(a)(6) of the Act,
 
(c)
¨
Insurance Company as defined in Section 3(a)(19) of the Act,
 
(d)
¨
Investment Company registered under Section 8 of the Investment Company Act of 1940,
 
(e)
¨
Employee Adviser in accordance with Rule 13d-1(b) (1) (ii) (E),
 
(f)
¨
Employee Benefit Plan or Endowment Fund in accordance with 13d-1(b) (1) (ii) (F),
 
(g)
¨
Parent Holding Company or control person in accordance with Rule 13d-1(b)(ii)(G),
 
(h)
¨
Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
 
(i)
¨
Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
 
(j)
¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
   
 
If this statement is filed pursuant to 13d-1(c), check this box:  x


 
 
 
CUSIP No.  150870103
13G/A
Page 9 of 12 Pages



Item 4.
OWNERSHIP.


 
A.
Adage Capital Partners, L.P., Adage Capital Partners GP, L.L.C. and Adage Capital Advisors, L.L.C.
     
(a)
Amount beneficially owned:  5,030,618
     
(b)
Percent of class: 3.23%.  The percentages used herein and in the rest of Item 4 are calculated based upon (i) the 155,663,714 shares of Common Stock issued and outstanding as of October 21, 2010 as reflected in the Form 10-Q for the quarterly period ended September 30, 2010 filed by the Company on October 26, 2010.
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  5,030,618
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition of:  5,030,618

ACP has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it (in the case of shares of Common Stock issued upon conversion of the shares of Preferred Stock, or currently owned directly by ACP), which power may be exercised by its general partner, ACPGP.  ACA, as managing member of ACPGP, directs ACPGP's operations. Neither ACPGP nor ACA directly own any shares of Common Stock or any shares of the Preferred Stock.  By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934 (the "Act"), ACPGP and ACA may be deemed to beneficially own the shares owned by ACP.

 
B.
Robert Atchinson and Phillip Gross
     
(a)
Amount beneficially owned:  5,030,618
     
(b)
Percent of class:  3.23%
     
(c)
(i)
Sole power to vot e or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  5,030,618
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition:  5,030,618

Messrs. Atchinson and Gross, as managing members of ACA, have shared power to vote the Common Stock beneficially owned by ACP (in the case of shares of Common Stock issued upon conversion of the shares of Preferred Stock, or currently owned directly by ACP).  Neither Mr. Atchinson nor Mr. Gross directly own any shares of Common Stock or Preferred Stock.  By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares beneficially owned by ACP.



 
 
 
CUSIP No.  150870103
13G/A
Page 10 of 12 Pages



Item 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
 
If this statement is being filed to report the fact as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

Item 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
 
Not applicable.

Item 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   
 
Not applicable.

Item 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
 
Not applicable.


 
 
 
CUSIP No.  150870103
13G/A
Page 11 of 12 Pages



Item 9.
NOTICE OF DISSOLUTION OF GROUP.
   
 
Not applicable.

Item 10.
CERTIFICATION.

 
Each of the Reporting Persons hereby makes the following certification:

 By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


 
 
 
CUSIP No.  150870103
13G/A
Page 12 of 12 Pages



SIGNATURES
 
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
DATED:  February 14, 2011

 
ADAGE CAPITAL PARTNERS, L.P.
   
 
By:  Adage Capital Partners GP, L.L.C.,
 
its general partner
   
 
By:  Adage Capital Advisors, L.L.C.,
 
its managing member
   
   
By:
/s/ Robert Atchinson
   
Name:
Robert Atchinson
   
Title:
Managing Member
   
   
 
ADAGE CAPITAL PARTNERS GP, L.L.C.
 
By:  Adage Capital Advisors, L.L.C.,
 
its managing member
   
   
By:
/s/ Robert Atchinson
   
Name:
Robert Atchinson
   
Title:
Managing Member
   
 
ADAGE CAPITAL ADVISORS, L.L.C.
   
   
By:
/s/ Robert Atchinson
   
Name:
Robert Atchinson
   
Title:
Managing Member
   
   
 
ROBERT ATCHINSON
   
   
/s/ Robert Atchinson
   
ROBERT ATCHINSON, individually
       
       
   
 
PHILLIP GROSS
   
 
/s/ Phillip Gross
 
PHILLIP GROSS, individually