-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JMRUbMhYI53TrIWGPmIA1puerwWScm94YrE3QDoWgaYX7nZdQAZH+3LtT57RC8zm DLbXwHJOhT7gYaGKznFMJA== 0001140361-07-024877.txt : 20071220 0001140361-07-024877.hdr.sgml : 20071220 20071220140055 ACCESSION NUMBER: 0001140361-07-024877 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071220 FILED AS OF DATE: 20071220 DATE AS OF CHANGE: 20071220 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LYONDELL CHEMICAL CO CENTRAL INDEX KEY: 0000842635 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 954160558 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1221 MCKINNEY ST STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: 713-652-7200 MAIL ADDRESS: STREET 1: 1221 MCKINNEY ST STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77010 FORMER COMPANY: FORMER CONFORMED NAME: LYONDELL PETROCHEMICAL CO DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DENICOLA T KEVIN CENTRAL INDEX KEY: 0001220732 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10145 FILM NUMBER: 071318719 BUSINESS ADDRESS: BUSINESS PHONE: 7136527280 MAIL ADDRESS: STREET 1: 1221 MCKINNEY ST., STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77010 4 1 doc1.xml FORM 4 X0202 4 2007-12-20 1 0000842635 LYONDELL CHEMICAL CO LYO 0001220732 DENICOLA T KEVIN 1221 MCKINNEY, SUITE 700 HOUSTON TX 77010 0 1 0 0 Senior Vice President and CFO Common Stock 2007-12-20 4 A 0 61241 A 118633 D Common Stock 2007-12-20 4 D 0 61241 48 D 57392 D Common Stock 2007-12-20 4 D 0 57392 D 0 D Common Stock 2007-12-20 4 D 0 5224 D 0 I By 401(K) Stock Option (Right to Buy) 13.80 2007-12-20 4 D 0 24164 34.20 D 2012-02-08 Common Stock 24164 0 D Stock Option (Right to Buy) 17.10 2007-12-20 4 D 0 52021 30.90 D 2012-05-23 Common Stock 52021 0 D Stock Option (Right to Buy) 12.87 2007-12-20 4 D 0 106982 35.13 D 2013-02-07 Common Stock 106982 0 D Stock Option (Right to Buy) 17.55 2007-12-20 4 D 0 40692 30.45 D 2014-02-05 Common Stock 40692 0 D Stock Option (Right to Buy) 28.56 2007-12-20 4 D 0 36342 19.44 D 2015-01-20 Common Stock 36342 0 D Stock Option (Right to Buy) 24.52 2007-12-20 4 D 0 53606 23.48 D 2016-02-23 Common Stock 53606 0 D Stock Option (Right to Buy) 31.97 2007-12-20 4 D 0 59314 16.03 D 2017-02-22 Common Stock 59314 0 D Phantom Stock 2007-12-20 4 D 0 12784 48 D Common Stock 12784 0 D This reports the payout of performance awards denominated in shares of Lyondell?s common stock, on the effective date of the merger pursuant to the Merger Agreement between Lyondell and Basell and BIL Acquisition Holdings Limited (?Merger Agreement?) for the merger consideration of $48 per share. Shares of common stock disposed of on the effective date of the merger pursuant to the Merger Agreement for the merger consideration of $48 per share. The options, 2/3 which vested ratably on February 8, 2003 and February 8, 2004 and 1/3 vested on December 1, 2004 in connection with the acquisition of Millennium Chemicals Inc., were canceled pursuant to the Merger Agreement in exchange for a cash payment of $826,408.80 representing the difference between the exercise price of the option and the $48 per share merger consideration. The options, 2/3 which vested ratably on May 23, 2003 and May 23, 2004 and 1/3 vested on December 1, 2004 in connection with the acquisition of Millennium Chemicals Inc., were canceled pursuant to the Merger Agreement in exchange for a cash payment of $1,607,448.90 representing the difference between the exercise price of the option and the $48 per share merger consideration. The options, 1/3 which vested on February 7, 2007 and 2/3 on November 23, 2004 because the Lyondell common stock price became two times the exercise price of the stock option, were canceled pursuant to the Merger Agreement in exchange for a cash payment of $3,758,277.66 representing the difference between the exercise price of the option and the $48 per share merger consideration. The options, which vested on December 1, 2004 in connection with the acquisition of Millennium Chemicals Inc., were canceled pursuant to the Merger Agreement in exchange for a cash payment of $1,239,071.40 representing the difference between the exercise price of the option and the $48 per share merger consideration. The options, which 2/3 vested ratably on January 20, 2006 and January 20, 2007 and 1/3 vested on November 20, 2007 in connection with shareholder approval of the merger, were canceled pursuant to the Merger Agreement in exchange for a cash payment of $706,488.48 representing the difference between the exercise price of the option and the $48 per share merger consideration. The options, which 1/3 vested on February 23, 2007 and the remaining 2/3 on the effective date of the merger, were canceled pursuant to the Merger Agreement in exchange for a cash payment of $1,258,668.88 representing the difference between the exercise price of the option and the $48 per share merger consideration. The options, which vested on the effective date of the merger, were canceled pursuant to the Merger Agreement in exchange for a cash payment of $950,803.42 representing the difference between the exercise price of the option and the $48 per share merger consideration. Phantom Stock which provided for vesting in 3 equal annual installments beginning one year from the date of grant, was disposed of on the effective date of the merger pursuant to the Merger Agreement for the merger consideration of $48 per share. /s/ KERRY A. GALVIN as Attorney In Fact for T. Kevin DeNicola 2007-12-20 -----END PRIVACY-ENHANCED MESSAGE-----