EXPLANATORY NOTE
This Statement on Schedule 13D, as amended as of the date hereof (this “Statement”), is being jointly filed by each of the following persons: (i) The Huntsman Foundation, a Utah nonprofit corporation (“Huntsman Foundation”); (ii) Huntsman Family Holdings Company LLC, a Utah limited liability company (“Huntsman Family Holdings”); (iii) P&B Capital, L.C., a Utah limited liability company (“P&B”); (iv) Jon M. Huntsman (“J. Huntsman”); and (v) Peter R. Huntsman (“P. Huntsman”). Huntsman Foundation, Huntsman Family Holdings, P&B, J. Huntsman, and P. Huntsman are referred to collectively as the “Reporting Persons.” In this Schedule 13D, the “Company” refers to Huntsman Corporation, a Delaware corporation, and “Shares” refers to shares of Common Stock, $0.01 par value per share, of the Company.
This Statement is filed pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to reflect a change aggregating more than one percent (1%) in the beneficial ownership of the outstanding Shares in which the Reporting Persons may be deemed to have a beneficial interest. Except as amended and supplemented hereby, the amended and restated Schedule 13D (Amendment No. 14) filed by the Reporting Persons on May 30, 2017 (the “A&R Schedule 13D”) remains in full force and effect and should be read together with this Statement. Unless otherwise indicated herein, all capitalized terms used herein shall have the meanings given to them in the A&R Schedule 13D.
Item 2. Identity and Background.
The second paragraph of Item 2 is deleted in its entirety and restated as follows:
Huntsman Foundation’s principal business is to support the Huntsman Cancer Institute (HCI) of the University of Utah. The name, business address, present principal occupation or employment and citizenship of each director and executive officer of Huntsman Foundation are set forth in Schedule A.
Item 5. Interest in Securities of the Issuer.
Item 5 is deleted in its entirety and restated as follows:
(a)
(i) Aggregate number of shares beneficially owned: See Row 11 of cover page for each Reporting Person.
(ii) Percentage: See Row 13 of cover page for each Reporting Person.
(b)
(i) Sole power to vote or to direct vote: See Row 7 of cover page for each Reporting Person.
(ii) Shared power to vote or to direct vote: See Row 8 of cover page for each Reporting Person.
(iii) Sole power to dispose or to direct the disposition: See Row 9 of cover page for each Reporting Person.
(iv) Shared power to dispose or to direct disposition: See Row 10 of cover page for each Reporting Person.
(c) The Reporting Persons engaged in the following transactions with respect to the Shares within the last 60 days:
(i) J. Huntsman sold 383,610 Shares into the open market at a weighted average price of $31.58 per Share on October 30, 2017. The sales were completed in accordance with Rule 144 under the Securities Act of 1933, as amended.
(ii) Huntsman Family Holdings sold (a) 116,390 Shares into the open market at a weighted average price of $31.65 per Share on October 30, 2017, (b) 100,000 Shares into the open market at a weighted average price of $32.32 per Share on November 1, 2017, and (c) 200,000 Shares into the open market at a weighted average price of $31.36 per Share on November 7, 2017. These open market sales were completed in accordance with Rule 144 under the Securities Act of 1933, as amended.
(iii) Huntsman Foundation sold (a) 1,500,000 Shares into the open market at a weighted average price of $31.53 per Share on October 30, 2017, (b) 500,000 Shares into the open market at a weighted average price of $31.87 per Share on October 31, 2017, (c) 257,211 Shares into the open market at a weighted average price of $32.27 per Share on November 1, 2017, and (d) 275,200 Shares into the open market at a weighted average price of $31.21 per Share on November 21, 2017. These open market sales were completed in accordance with Rule 144 under the Securities Act of 1933, as amended.
(d) Not applicable.
(e) Not applicable.
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