SEC Filing | Cabot Corporation

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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^*

SPO ADVISORY CORP

(Last)

(First)

(Middle)

591 REDWOOD HIGHWAY, SUITE 3215

(Street)

MILL VALLEY

94941

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CABOT CORP [ CBT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/13/2006

4. If Amendment, Date of 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

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 Stock	06/13/2006		P		100	A	$31.67	7,648,700	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	06/13/2006		P		2,100	A	$31.6757	7,650,800	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	06/13/2006		P		3,500	A	$31.68	7,654,300	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	06/13/2006		P		40,600	A	$31.69	7,694,900	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	06/13/2006		P		107,500	A	$31.7	7,802,400	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	06/14/2006		P		100	A	$31.69	7,802,500	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	06/14/2006		P		71,000	A	$31.7	7,873,500	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	06/14/2006		P		1,900	A	$31.85	7,875,400	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	06/14/2006		P		100	A	$31.86	7,875,500	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	06/14/2006		P		200	A	$31.87	7,875,700	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	06/14/2006		P		500	A	$31.88	7,876,200	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	06/14/2006		P		900	A	$31.89	7,877,100	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	06/14/2006		P		67,700	A	$31.9	7,944,800	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	06/14/2006		P		9,800	A	$31.9	7,954,600	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	06/15/2006		P		343,000	A	$32.5	8,297,600	D⁽¹⁾⁽²⁾⁽³⁾

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)

1. Name and Address of Reporting Person^*

SPO ADVISORY CORP

(Last)

(First)

(Middle)

591 REDWOOD HIGHWAY, SUITE 3215

(Street)

MILL VALLEY

94941

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SPO PARTNERS II LP

(Last)

(First)

(Middle)

591 REDWOOD HIGHWAY, SUITE 3215

(Street)

MILL VALLEY

94941

(City)

(State)

(Zip)

Explanation of Responses:

1. As a result of the purchases causing this filing, 8,297,600 shares of the issuer's common stock are owned directly by SPO Partners II, L.P. ("SPO Partners"), and may be deemed to be indirectly beneficially owned by (i) SPO Advisory Partners, L.P. ("SPO Advisory"), the sole general partner of SPO Partners, (ii) SPO Advisory Corp. ("SPO Corp."), the sole general partner of SPO Advisory, and (iii) John H. Scully ("JHS"), William E. Oberndorf ("WEO") and William J. Patterson ("WJP"), the three controlling persons of SPO Corp. 309,400 shares of the issuer's common stock are owned directly by San Francisco Partners, L.P. ("SF Partners"), and may be deemed to be indirectly beneficially owned by (i) SF Advisory Partners, L.P. ("SF Advisory"), the sole general partner of SF Partners, (ii) SPO Corp., the sole general partner of SF Advisory, and (iii) JHS, WEO and WJP, the three controlling persons of SPO Corp.

2. Additionally, separate from the entities above, (i) 333,650 shares of the issuer's common stock may be deemed to be indirectly beneficially owned by WEO, solely in his capacity as a trustee for the William and Susan Oberndorf Trust, dated 10/15/98 ("Oberndorf Trust"), (ii) 100,000 shares may be deemed to be indirectly beneficially owned by WEO solely in his capacity as trustee for the Oberndorf Trust, the sole general partner of Oberndorf Family Partners, a family partnership and (iii) 10,000 shares may be deemed to be indirectly beneficially owned by WEO solely in his capacity as trustee for the accounts of his two children, Peter C. Oberndorf and William Ernst Oberndorf.

3. Additionally, 5,000 shares of the issuer's common stock are owned directly by Betty Jane Weimer.

Remarks:

The persons listed in Note (1) above ( each a "Reporting Person" ) may be deemed to form a "group", as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, for purposes of this filing. This filing shall not be deemed as an admission by any Reporting Person that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such person's pecuniary interest, if any, therein.

	Kim M. Silva, Attorney-in-Fact	06/15/2006
	** 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.
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