Edgar Filing: Huntsman CORP

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 ^*

MATLINPATTERSON 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)

520 MADISON AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2007

(Street)

NEW YORK, NY 10022

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	08/06/2007		S⁽¹⁾		56,979,062 ⁽¹⁾	D	$ 24.25	0	I	By Matlin Partnerships ⁽¹⁾ ⁽²⁾
Common Stock								47,835,325	I	By HMP Equity Trust ⁽²⁾ ⁽³⁾

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
MATLINPATTERSON LLC 520 MADISON AVENUE NEW YORK, NY 10022		X
MATLINPATTERSON ASSET MANAGEMENT LLC 520 MADISON AVENUE NEW YORK, NY 10022		X
MATLINPATTERSON GLOBAL PARTNERS LLC 520 MADISON AVENUE NEW YORK, NY 10022		X
MATLINPATTERSON GLOBAL ADVISERS LLC 520 MADISON AVENUE NEW YORK, NY 10022		X
PATTERSON MARK R 520 MADISON AVENUE NEW YORK, NY 10022		X

Signatures

MatlinPatterson LLC, by Mark R. Patterson, Member		08/08/2007
^**Signature of Reporting Person		Date
MatlinPatterson Asset Management LLC, by Mark R. Patterson, Chairman		08/08/2007
^**Signature of Reporting Person		Date
MatlinPatterson Global Partners LLC, by Mark R. Patterson, Director		08/08/2007
^**Signature of Reporting Person		Date
MatlinPatterson Global Advisers LLC, by Mark R. Patterson, Chairman		08/08/2007
^**Signature of Reporting Person		Date
Mark R. Patterson		08/08/2007
^**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)	Reflects a sale of shares held by MatlinPatterson Global Opportunities Partners L.P., MatlinPatterson Global Opportunities Partners B, L.P. and MatlinPatterson Global Opportunities Partners (Bermuda) L.P. (collectively, the "Matlin Partnerships"), three of the beneficiaries of HMP Equity Trust, in a registered underwritten secondary offering. The underwriting agreement was entered into on August 2, 2007, and the sale was consummated on August 6, 2007. The Matlin Partnerships received the shares in a distribution from HMP Equity Trust. Prior to such distribution, the Matlin Partnerships had an indirect beneficial ownership interest in the shares as beneficiaries of such trust.
(2)	MatlinPatterson Global Partners LLC ("Matlin Global Partners") is the general partner of each of the Matlin Partnerships. MatlinPatterson Global Advisers LLC ("Matlin Advisers") is the investment adviser to each of the Matlin 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 reporting these transactions pursuant to a separate Form 4) and Mark R. Patterson each own 50% of the membership interests of MatlinPatterson. Each of Matlin Global Partners, Matlin Advisers, Matlin Asset Management, MatlinPatterson and Mark R. Patterson may be deemed to have a pecuniary interest in shares held by the Matlin Partnerships.
(3)	The Matlin 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 their pecuniary interest therein, and the reporting of the shares held by HMP Equity Trust in Table I above by the reporting persons shall not be deemed to be an admission of beneficial ownership of any such shares for purposes of Section 16 or for any other purpose.

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