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*
GOTTWALD WILLIAM M

(Last) (First) (Middle)
330 SOUTH FOURTH STREET

(Street)
RICHMOND VA 23219

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ALBEMARLE CORP [ ALB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman of the Board
3. Date of Earliest Transaction (Month/Day/Year)
02/05/2008
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)
Code V Amount (A) or (D) Price
Common Stock 02/05/2007 M 45,000 A $0(1) 2,313,163 D
Common Stock 02/05/2008 F 16,372 D $37.1 2,296,791 D
Common Stock 63,623 I Shares held in trust fbo William M. Gottwald, Jr., u/a dtd 10/13/83.(4)
Common Stock 48,680 I Shares held in trust fbo William M. Gottwald, Jr. u/a dtd 1/3/89.(5)
Common Stock 96,511 I Shares held by William M. Gottwald, Jr.(6)
Common Stock 28,516 I Shares held in trust fbo Elizabeth I. Gottwald u/a dtd 3/28/85.(9)
Common Stock 48,680 I Shares held in trust fbo Elizabeth I. Gottwald u/a dtd 1/3/89.(5)
Common Stock 131,617 I Shares held by Elizabeth I. Gottwald.(7)
Common Stock 55,690 I Shares held in trust fbo reporting person's children u/a dtd 8/16/90.
Common Stock 147,493 I Shares held as co-Trustee fbo reporting person's family u/a dtd 12/16/91.(8)
Common Stock 10,748 I Shares held as Trustee fbo Samuel S. Gottwald u/a dtd 12/21/87.
Common Stock 41,402 I Shares held as Trustee fbo Samuel S. Gottwald u/a dtd 1/3/89.(10)
Common Stock 6,452 I Shares held as Trustee fbo James Christian Gottwald u/a dtd 10/20/87.
Common Stock 11,414 I Shares held as Trustee fbo James Christian Gottwald u/a dtd 10/20/87.
Common Stock 41,402 I Shares held as Trustee fbo James Christian Gottwald u/a dtd 10/20/87.(10)
Common Stock 18,294 I Shares held as Trustee fbo James Christian Gottwald u/a dtd 10/20/87.
Common Stock 26,450 I Shares held as Trustee fbo Charles Houston Gottwald u/a dtd 9/5/89.
Common Stock 41,226 I Shares held as Trustee fbo Charles Houston Gottwald u/a dtd 9/5/89.(10)
Common Stock 9,514 I Shares held as Trustee fbo Charles Houston Gottwald u/a dtd 9/5/89.
Common Stock 47,154 I Shares held as Trustee fbo Margaret Addison Gottwald u/a dtd 3/9/92.(10)
Common Stock 17,894 I Shares held as Trustee fbo Sarah W. Gottwald u/a dtd 1/3/89.
Common Stock 731,213 I Shares held of record by Westham Partners, L.P., reporting person general partner & limited partner.
Common Stock 1,000,000 I Shares held as co-Trustee fbo reporting person's family u/w Floyd D. Gottwald.(11)
Common Stock 30,892 I Held by Spouse
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Unit (2) 02/05/2008 A 90,000 (3) (3) Common Stock 90,000 $0(1) 90,000 D
Performance Unit (2) 02/05/2008 M 45,000 (3) (3) Common Stock 45,000 $0(1) 45,000 D
Explanation of Responses:
1. Transaction has no purchase or sale price.
2. Performance Units convert 1 for 1.
3. Performance Units issued pursuant to 2003 Incentive Plan. Units vested over two year period -- 50% payable in 2008 and 50% payable in 2009.
4. Includes 32,175 shares held of record by Westham Partners, L.P.
5. 16,360 held of record by Westham Partners, L.P.
6. Includes 48,808 shares held by Westham Partners, L.P.
7. Includes 66,562 shares held by Westham Partners, L.P.
8. 74,591 sha res held of record by Westham Partners, L.P.
9. 14,421shares held of record by Westham Partners, L.P.
10. 14,694 shares held of record by Westham Partners, L.P.
11. Additional Indirect Holdings: 8,406 shares held by Trustee under Albemarle Savings Plan; 19,052 shares held as co-trustee fbo James M. Gottwald u/a dtd 12/1/81; 17,894 shares held as co-trustee fbo James M. Gottwald u/a dtd 1/3/89; 10,972 shares held as co-trustee fbo Sarah W. Gottwald u/a dtd 3/1/83.
Remarks:
Nicole C. Daniel, Attorney in Fact 02/06/2008
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY





Know all by these presents, that the undersigned hereby constitutes and appoints each of Luther C. Kissam, IV, Nicole C. Daniel, Shawn R. Urelius, Jennifer L. Estrada, and Kathryn P. Finley, signing singly, the undersigned's true and lawful attorney-in-fact to:



(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Albemarle Corporation (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;



(2)  do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and



(3) take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.



The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.



This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18th day of December, 2007.













       /s/ William M. Gottwald

William M. Gottwald