EXPLANATORY NOTE
This Statement on Schedule 13D, as amended as of the date hereof (this “Statement”), is being filed by The Huntsman Foundation, a Utah nonprofit corporation (“Huntsman Foundation”). Huntsman Foundation, is sometimes referred to as the “Reporting Person.” 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”). The amended and restated Schedule 13D (Amendment No. 15) filed by (i) 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”) on November 30, 2017 (the “A&R Schedule 13D”) 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.
Item 2 is deleted in its entirety and restated as follows:
This Statement is filed by the Reporting Person. Huntsman Foundation, Huntsman Family Holdings, P&B, J. Huntsman and P. Huntsman were previously parties to a Joint Filing Agreement dated May 30, 2017 (the “2017 Joint Filing Agreement”), pursuant to which such parties agreed to jointly file with the Securities and Exchange Commission the Schedule 13D and any and all amendments thereto. The 2017 Joint Filing Agreement and the agreement of the parties thereto to participate as members of a “group” (within the meaning of Section 13(d)(3) of Exchange Act) were terminated by a Termination Agreement, dated April 11, 2018 (the “Termination Agreement”). The Termination Agreement is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
As a result of the matters described in this Statement, none of Huntsman Family Holdings, P&B, the Estate of Jon M. Huntsman (the “Estate”) and P. Huntsman beneficially own more than five percent (5%) of the Shares or other securities of the Company. Therefore, Huntsman Family Holdings, P&B, the Estate and P. Huntsman are no longer required to file statements on Schedule 13D with respect to their beneficial ownership of Shares or other securities of the Company. Huntsman Foundation will continue filing statements on Schedule 13D with respect to its beneficial ownership of securities of the Company to the extent required by applicable law.
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.
Neither the Reporting Person nor, to the knowledge of the Reporting Person, any of the other persons listed on Schedule A attached hereto, has been convicted in a criminal proceeding in the past five years (excluding traffic violations or similar misdemeanors).
During the past five years, neither the Reporting Person nor, to the knowledge of the Reporting Person, any of the other persons listed on Schedule A attached hereto, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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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 the Reporting Person.
(ii)
Percentage: See Row 13 of cover page for the Reporting Person.
(b)
(i)
Sole power to vote or to direct vote: See Row 7 of cover page for the Reporting Person.
(ii)
Shared power to vote or to direct vote: See Row 8 of cover page for the Reporting Person.
(iii)
Sole power to dispose or to direct the disposition: See Row 9 of cover page for the Reporting Person.
(iv)
Shared power to dispose or to direct disposition: See Row 10 of cover page for the Reporting Person.
(c)
The Reporting Person engaged in the following transactions with respect to the Shares within the last 60 days:
(i)
Huntsman Foundation sold (a) 57,300 Shares into the open market at a weighted average price of $32.27 per Share on December 4, 2017, and (b) 388,789 Shares into the open market at a weighted average price of $31.89 per Share on December 12, 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.
Item 6. Contracts Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.
Item 6 is hereby amended and supplemented by the addition of the following:
The information contained in Item 2 and Item 5 is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 of Item 7 is hereby deleted and restated as follows:
Exhibit 99.1
Termination Agreement dated as of April 11, 2018
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