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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1. Name and Address of Reporting Person * AI INTERNATIONAL CHEMICALS S.A.R.L.   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) 15-17 AVENUE GASTON DIDERICH 3. Date of Earliest Transaction (Month/Day/Year) 12/07/2012 (Street) LUXEMBOURG, N4 L-1420 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) Code V Amount (A) or (D) Price Class A Ordinary Shares 12/07/2012   J(5)   16,000,000 D $ 0 63,961,051 (2) D (1)   Class A Ordinary Shares 12/07/2012   J(5)   16,000,000 D $ 0 0 D (2)   Class A Ordinary Shares 12/07/2012   J(6)   63,961,051 (6) D $ 0 0 I (3) By entity Class A Ordinary Shares               16,000,000 I (4) By subsidiary

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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

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 INTERNATIONAL CHEMICALS S.A.R.L. 15-17 AVENUE GASTON DIDERICH LUXEMBOURG, N4 L-1420		X
AI INVESTMENTS HOLDINGS LLC 730 FIFTH AVENUE NEW YORK, NY 10019		X
AI SMS L.P. TRINITY CHAMBERS, ROAD TOWN TORTOLA, D8		X
AI SMS GP Ltd TRINITY CHAMBERS, ROAD TOWN TORTOLA, D8		X

Signatures

/s/ Alejandro Moreno for AI International Chemicals Sarl and AI Investments Holdings LLC		12/07/2012
**Signature of Reporting Person		Date
/s/ Joanna Vass and Aliza Tyson for Belvaux Management Limited for AI SMS L.P. and AI SMS GP Limited		12/07/2012
**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)	The securities reported are held directly by AI International Chemicals Sarl ("AIIC") and may be deemed to be held indirectly by each of the other reporting persons, because AIIC is a wholly owned subsidiary of AI Investments Holdings LLC ("AIIH"), which was, prior to the consummation of the transactions reported on this Form 4, a wholly owned subsidiary of AI SMS L.P., a partnership of which AI SMS GP Limited is the general partner. Each of the reporting persons (other than AIIC) disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein, and this Form shall not be construed as an admission that any such reporting person is the beneficial owner of any of the securities reported on this Form.
(2)	The securities reported disposed were held directly by AIIH and may be deemed to be beneficially owned by AI SMS L.P. and AI SMS GP Limited because AIIH was, prior to the consummation of the transactions reported on this Form 4, a subsidiary of AI SMS L.P., a partnership of which AI SMS GP Limited is the general partner. Direct ownership reflects change from indirect beneficial ownership exempt pursuant to Rule 16a-13. Each of the reporting persons (other than AIIH) disclaims beneficial ownership of these securities, except to the extent of its 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.
(3)	The securities reported are held directly by AIIC which was, prior to the consummation of the transactions reported on this Form 4, an indirect subsidiary of AI SMS LP, a partnership of which AI SMS GP Limited is the general partner.
(4)	The securities reported are held directly by AI European Holdings Sarl ("AIEH") and may be deemed to be beneficially owned by AI SMS L.P. and AI SMS GP Limited because AIEH is an indirect wholly owned subsidiary of AI SMS L.P., a partnership of which AI SMS GP Limited is the general partner. End of period ownership reflects change in form of beneficial ownership exempt pursuant to Rule 16a-13. Each of AIIC and AIIH disclaims beneficial ownership of these securities and this Form shall not be construed as an admission that any such reporting person is the beneficial owner of any such securities. Each of AI SMS L.P. and AI SMS GP Limited disclaims beneficial ownership of these securities, except to the extent of its 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)	Distribution of shares to parent holding company.
(6)	Distribution by AI SMS L.P. (and AI SMS GP Limited) of interests in subsidiary to parent company. The securities continue to be owned directly by AIIC and may be deemed to be held indirectly by AIIH because AIIC is a wholly owned subsidiary of AIIH.

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