SEC FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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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^*

LECHLEITER JOHN C

(Last)

(First)

(Middle)

9025 NORTH RIVER ROAD

SUITE 400

(Street)

INDIANAPOLIS

46240

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GREAT LAKES CHEMICAL CORP [ GLK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
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	07/01/2005		D		3,650	D	⁽¹⁾	0.00	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Units	$0.000	07/01/2005		D			1,947	07/01/2005⁽²⁾	07/01/2005	Common	1,947	$0.000	0.00	D
Stock Option (Right to Buy)	$39.625	07/01/2005		D			2,000	09/14/2000⁽²⁾	09/14/2009	Common	2,000	$39.625	0.00	D
Stock Option (Right to Buy)	$22.72	07/01/2005		D			2,750	02/12/2003⁽²⁾	02/12/2012	Common	2,750	$22.72	0.00	D
Stock Option (Right to Buy)	$21.62	07/01/2005		D			3,000	02/11/2004⁽²⁾	02/11/2013	Common	3,000	$21.62	0.00	D
Stock Option (Right to Buy)	$24.46	07/01/2005		D			3,000	05/06/2005⁽²⁾	05/06/2014	Common	3,000	$24.46	0.00	D
Stock Option (Right to Buy)	$31.313	07/01/2005		F			2,750	02/13/2001⁽²⁾	02/13/2010	Common	2,750	$31.313	0.00	D
Stock Option (Right to Buy)	$32	07/01/2005		D			2,750	05/03/2002⁽²⁾	05/03/2011	Common	2,750	$32	0.00	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger, dated March 8, 2005 (the "Merger Agreement"), by and among Crompton Corporation ("Crompton"), Copernicus Merger Corporation and Great Lakes Chemical Corporation ("Great Lakes") in exchange for 2.2232 shares of Crompton common stock (the "Exchange Ratio") in accordance with the terms of the Merger Agreement having a market value of $14.15 on 6/30/2005.

2. This option, when granted, provided for vesting in 3 equal annual installments beginning on the first anniversary of the grant, and in accordance with its terms will become fully vested upon the consummation of the merger. Pursuant to the Merger Agreement, such options have been assumed by Crompton and will be exercisable for Crompton common stock based on the Exchange Ratio.

	/s/ Karen Witte Duros	07/01/2005
	** 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).
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