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Sec Form 4 Filing - AI New Holdings 2 LLC @ LyondellBasell Industries N.V. - 2017-03-09

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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
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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1. Name and Address of Reporting Person *
AI New Holdings 2 LLC
2. Issuer Name and Ticker or Trading Symbol
LyondellBasell Industries N.V. [ LYB]
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)
C/O ACCESS INDUSTRIES MANAGEMENT, LLC, 730 FIFTH AVENUE, 20TH FL
3. Date of Earliest Transaction (MM/DD/YY)
03/09/2017
(Street)
NEW YORK, NY10019
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Ordinary shares 03/09/2017 S 138,721 D $ 89.115 ( 1 ) 10,456,829 D ( 2 ) ( 3 )
Ordinary shares 03/09/2017 S 466 D $ 89.115 ( 1 ) 243,973 D ( 4 )
Ordinary shares 03/09/2017 S 290 D $ 89.115 ( 1 ) 152,121 D ( 5 )
Ordinary shares 03/09/2017 S 140 D $ 89.115 ( 1 ) 72,772 D ( 6 )
Ordinary shares 41,144,973 I ( 7 ) ( 8 ) By entity
Ordinary shares 16,000,000 I ( 8 ) ( 9 ) By entity
Ordinary shares 4,972,699 I ( 8 ) ( 10 ) By LLC
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
AI New Holdings 2 LLC
C/O ACCESS INDUSTRIES MANAGEMENT, LLC
730 FIFTH AVENUE, 20TH FL
NEW YORK, NY10019
X
RSB 2 Ltd
C/O ACCESS INDUSTRIES, INC.
730 FIFTH AVENUE, 20TH FL
NEW YORK, NY10019
X
ALTEP 2010 L.P.
C/O AI ALTEP HOLDINGS, INC.
730 FIFTH AVENUE, 20TH FL
NEW YORK, NY10019
Affiliate of 10% Owner
ALTEP 2011 L.P.
C/O AI ALTEP HOLDINGS, INC.
730 FIFTH AVENUE, 20TH FL
NEW YORK, NY10019
Affiliate of 10% Owner
ALTEP 2014 L.P.
C/O AI ALTEP HOLDINGS, INC.
730 FIFTH AVENUE, 20TH FL
NEW YORK, NY10019
Affiliate of 10% Owner
AI Altep Holdings, Inc
730 FIFTH AVENUE, 20TH FL
NEW YORK, NY10019
Affiliate of 10% Owner
Blavatnik Len
C/O ACCESS INDUSTRIES, INC.
730 FIFTH AVENUE, 20TH FL
NEW YORK, NY10019
X
ACCESS INDUSTRIES MANAGEMENT, LLC
C/O ACCESS INDUSTRIES, INC.
730 FIFTH AVENUE, 20TH FL
NEW YORK, NY10019
X
Signatures
/s/ Alejandro Moreno for AI New Holdings 2 LLC 03/10/2017
** Signature of Reporting Person Date
RSB 2 Limited, By: Hudson Administration SA, its Director; By: /s/ Dawn E. Shand, Director 03/10/2017
** Signature of Reporting Person Date
/s/ Alejandro Moreno for Altep 2010 L.P. 03/10/2017
** Signature of Reporting Person Date
/s/ Alejandro Moreno for Altep 2011 L.P. 03/10/2017
** Signature of Reporting Person Date
/s/ Alejandro Moreno for Altep 2014 L.P. 03/10/2017
** Signature of Reporting Person Date
/s/ Alejandro Moreno for AI Altep Holdings, Inc. 03/10/2017
** Signature of Reporting Person Date
/s/ Alejandro Moreno, as Attorney-in-Fact for Mr. Blavatnik 03/10/2017
** Signature of Reporting Person Date
/s/ Alejandro Moreno for Access Industries Management, LLC 03/10/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.0000 to $89.4300, inclusive. The reporting person undertakes to provide to LyondellBasell Industries N.V., any security holder of LyondellBasell Industries N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.
( 2 )The securities reported are held directly by AI New Holdings 2 LLC ("AI New") and may be deemed to be indirectly beneficially owned by RSB 2 Limted ("RSB 2"), Access Industries Management, LLC ("AIM LLC") and Len Blavatnik because RSB 2 is the sole member of AI New and as a result may be deemed to share voting and investment control over the shares held directly by AI New. AIM LLC is the manager of AI New and, as a result, may be deemed to have voting and investment control over the shares owned directly by AI New. Mr. Blavatnik controls AIM LLC and, as a result, may be deemed to share voting and investment power over the shares held by AI New.
( 3 )Each of the reporting persons (other than AI New) disclaims beneficial ownership of the securities held directly by AI New except to the extent of any pecuniary interest therein, and this Form shall not be construed as an admission that any such reporting person is the beneficial owner of any such securities.
( 4 )The securities reported are held directly by Altep 2010 L.P. ("Altep 2010") and may be deemed to be indirectly beneficially owned by AI Altep Holdings, Inc. and Mr. Blavatnik because AI Altep Holdings, Inc. is the general partner of Altep 2010 and Mr. Blavatnik controls AI Altep Holdings, Inc. Each of the reporting persons (other than Altep 2010) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, and this Form shall not be construed as an admission that any such reporting person is the beneficial owner of any such securities.
( 5 )The securities reported are held directly by Altep 2011 L.P. ("Altep 2011") and may be deemed to be indirectly beneficially owned by AI Altep Holdings, Inc. and Mr. Blavatnik because AI Altep Holdings, Inc. is the general partner of Altep 2011 and Mr. Blavatnik controls AI Altep Holdings, Inc. Each of the reporting persons (other than Altep 2011) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, and this Form shall not be construed as an admission that any such reporting person is the beneficial owner of any such securities.
( 6 )The securities reported are held directly by Altep 2014 L.P. ("Altep 2014") and may be deemed to be indirectly beneficially owned by AI Altep Holdings, Inc. and Mr. Blavatnik because AI Altep Holdings, Inc. is the general partner of Altep 2014 and Mr. Blavatnik controls AI Altep Holdings, Inc. Each of the reporting persons (other than Altep 2014) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, and this Form shall not be construed as an admission that any such reporting person is the beneficial owner of any such securities.
( 7 )The securities reported are held directly by AI International Chemicals S.a r.l. ("AIIC") and may be deemed to be indirectly beneficially owned by AI Investments Holdings LLC ("AIIH"), Access Industries, LLC, Access Industries Holdings LLC, Access Industries Management, LLC and Len Blavatnik because AIIH holds a majority of the outstanding voting interests in AIIC, Access Industries Holdings LLC holds a majority of the outstanding voting interests in AIIH, Access Industries, LLC holds a majority of the outstanding voting interests in Access Industries Holdings LLC, Access Industries Management, LLC controls Access Industries, LLC, Access Industries Holdings LLC and AIIH, and Mr. Blavatnik controls Access Industries Management, LLC and a majority of the outstanding voting interests in Access Industries, LLC.
( 8 )Each of the reporting persons disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, and this Form shall not be construed as an admission that any such reporting person is the beneficial owner of any such securities.
( 9 )The securities reported are held directly by AI European Holdings S.a r.l. ("AIEH") and may be deemed to be indirectly beneficially owned by Access Industries Management, LLC and Len Blavatnik because Mr. Blavatnik and Access Industries Management, LLC control or own a majority of the voting equity of entities that directly or indirectly control AIEH and Mr. Blavatnik controls Access Industries Management, LLC.
( 10 )The securities reported are held directly by AIPH Holdings LLC ("AIPH") and may be deemed to be indirectly beneficially owned by Access Industries, LLC, Access Industries Holdings LLC, Access Industries Management, LLC and Len Blavatnik because Access Industries Holdings LLC holds a majority of the outstanding voting interests in AIPH Holdings LLC, Access Industries, LLC holds a majority of the outstanding voting interests in Access Industries Holdings LLC, Access Industries Management, LLC controls Access Industries, LLC, Access Industries Holdings LLC and AIPH and Mr. Blavatnik controls Access Industries Management, LLC and a majority of the outstanding voting interests in Access Industries, LLC.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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