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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OMB APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden |
hours per response: |
0.5 |
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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*
5430 LBJ FREEWAY, SUITE 1700 |
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(Street)
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2. Issuer Name and Ticker or Trading Symbol
COMPX INTERNATIONAL INC
[ CIX ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year) 08/09/2011
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
Amount |
(A) or (D) |
Price |
Class A Common Stock $0.01 par value |
08/09/2011 |
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P
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34 |
A |
$11.65
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28,277 |
I |
by Spouse
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Class A Common Stock $0.01 par value |
08/09/2011 |
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P
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34 |
A |
$11.97
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28,311 |
I |
by Spouse
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Class A Common Stock $0.01 par value |
08/09/2011 |
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P
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1 |
A |
$12.13
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28,312 |
I |
by Spouse
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Class A Common Stock $0.01 par value |
08/09/2011 |
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P
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100 |
A |
$12.3
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28,412 |
I |
by Spouse
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Class A Common Stock $0.01 par value |
08/09/2011 |
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P
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27 |
A |
$12.31
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28,439 |
I |
by Spouse
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Class A Common Stock $0.01 par value |
08/09/2011 |
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P
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404 |
A |
$12.5
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28,843 |
I |
by Spouse
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Class A Common Stock $0.01 par value |
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359,065 |
D |
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Class A Common Stock $0.01 par value |
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755,104 |
I |
by NL
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Class A Common Stock $0.01 par value |
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3,000 |
I |
by Kronos
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Explanation of Responses: |
Remarks: |
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A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons |
08/09/2011 |
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** 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. |
f4cix110809hcs.txt
Exhibit 99 - Additional Information
Harold C. Simmons and the following persons or entities related to him are
the direct holders of the following percentages of the outstanding shares of
class A common stock (the "Class A Common Stock") of the issuer, CompX
International Inc. ("CompX"):
NL Industries, Inc. ("NL")...................................31.6%
Harold C. Simmons............................................15.0%
Annette C. Simmons............................................1.2%
Kronos Worldwide, Inc. ("Kronos").............................0.1%
NL directly holds 100%, or 10,000,000 shares, of the issuer's class B
common stock, par value $0.01 per share (the "Class B Common Stock," and
collectively with the Class A Common Stock, the "Common Stock"). The
description of the relative rights of the Common Stock contained in the
issuer's restated certificate of incorporation is hereby incorporated herein by
reference to Exhibit 3.1 of the issuers Registration Statement on Form S-1
(File No. 333-42643). As a result of its ownership of its shares of Class A
Common Stock and all of the Class B Common Stock, NL currently holds
approximately 86.8% of the combined voting power (98.4% for the election of
directors) of all classes of voting stock of the issuer.
Harold C. Simmons and the following persons or entities related to him are
the direct holders of the following percentages of the outstanding shares of
common stock of NL:
Valhi, Inc. ("Valhi")........................................83.0%
Harold C. Simmons.............................................2.2%
Annette C. Simmons............................................0.6%
TIMET Finance Management Company ("TFMC").....................0.5%
Kronos..............................................less than 0.1%
Titanium Metals Corporation ("TIMET") is the sole stockholder of TFMC.
Harold C. Simmons and the following persons or entities related to him are
the direct holders of the following percentages of the outstanding shares of
common stock of Kronos:
Valhi........................................................50.0%
NL...........................................................30.4%
Harold C. Simmons.............................................0.4%
TFMC..........................................................0.3%
Annette C. Simmons............................................0.1%
Contran Corporation ("Contran").....................less than 0.1%
Harold C. Simmons and the following persons or entities related to him are
the direct holders of the following percentages of the outstanding shares of
common stock of Valhi:
Valhi Holding Company ("VHC")................................92.7%
TFMC..........................................................1.5%
Harold Simmons Foundation, Inc. (the "Foundation")............0.8%
Contran Amended and Restated Deferred Compensation
Trust (the "CDCT")..........................................0.3%
Harold C. Simmons.............................................0.3%
Annette C. Simmons............................................0.2%
The Combined Master Retirement Trust (the "CMRT").............0.1%
The Annette Simmons Grandchildren's Trust
(the "Grandchildren's Trust").....................less than 0.1%
Contran.............................................less than 0.1%
Except as otherwise indicated, Harold C. Simmons and the following persons
or entities related to him are the direct holders of the following percentages
of the outstanding shares of common stock of TIMET:
VHC..........................................................23.6%
Annette C. Simmons...........................................12.3%
CMRT..........................................................8.7%
Harold C. Simmons.............................................3.2%
Kronos........................................................2.4%
Contran.......................................................1.9%
NL............................................................0.8%
Valhi.........................................................0.5%
Grandchildren's Trust...............................less than 0.1%
NL's percentage ownership of the outstanding shares of TIMET common stock
includes 0.3% a wholly owned subsidiary of NL holds directly.
Dixie Rice Agricultural Corporation, Inc. ("Dixie Rice") is the direct
holder of 100% of the outstanding shares of common stock of VHC. Contran is the
holder of 100% of the outstanding shares of common stock of Dixie Rice.
Substantially all of Contran's outstanding voting stock is held by trusts
established for the benefit of certain children and grandchildren of Harold C.
Simmons (the "Trusts"), of which Mr. Simmons is the sole trustee, or is held by
Mr. Simmons or persons or other entities related to Mr. Simmons. As sole
trustee of the Trusts, Mr. Simmons has the power to vote and direct the
disposition of the shares of Contran stock held by the Trusts. Mr. Simmons,
however, disclaims beneficial ownership of any shares of Contran stock that the
Trusts hold.
U.S. Bank National Association serves as the trustee of the CDCT. Contran
established the CDCT as an irrevocable "rabbi trust" to assist Contran in
meeting certain deferred compensation obligations that it owes to Harold C.
Simmons. If the CDCT assets are insufficient to satisfy such obligations,
Contran is obligated to satisfy the balance of such obligations as they come
due. Pursuant to the terms of the CDCT, Contran (i) retains the power to vote
the shares of Valhi's common stock held directly by the CDCT, (ii) retains
dispositive power over such shares and (iii) may be deemed the indirect
beneficial owner of such shares.
Contran sponsors the CMRT, which permits the collective
investment by master trusts that maintain the assets of certain employee
benefit plans Contran and related companies adopt. Harold C. Simmons is the
sole trustee of the CMRT and a member of the trust investment committee for the
CMRT. Mr. Simmons is a participant in one or more of the employee benefit
plans that invest through the CMRT.
The Foundation is a tax-exempt foundation organized for charitable
purposes. Harold C. Simmons is the chairman of the board of the Foundation.
NL, a subsidiary of NL and Kronos directly own 3,604,790 shares, 1,186,200
shares and 574,972 shares, respectively, of Valhi common stock. As already
stated, Valhi directly holds 83.0% of the outstanding shares of NL common stock
and 50.0% of the outstanding shares of Kronos common stock. As a result of
Valhi's direct and indirect ownership of NL, its subsidiary and Kronos and
pursuant to Delaware law, Valhi treats the shares of Valhi common stock that NL,
its subsidiary and Kronos own as treasury stock for voting purposes and for the
purposes of this statement such shares are not deemed outstanding.
TiPro, LLC ("TiPro") directly holds 600,000 shares of TIMET common stock.
TiPro is a wholly owned subsidiary of TIMET. Pursuant to Delaware law, TIMET
treats these shares of TIMET common stock that TiPro owns as treasury stock for
voting purposes and for purposes of this statement such shares are not deemed
outstanding.
Mr. Harold C. Simmons is chairman of the board of Kronos, Valhi, VHC,
Dixie Rice and Contran and chairman of the board and chief executive officer of
NL.
By virtue of the holding of the offices, the stock ownership and his
services as trustee, all as described above, (a) Mr. Simmons may be deemed to
control the entities described above and (b) Mr. Simmons and certain of such
entities may be deemed to possess indirect beneficial ownership of shares of
the issuer's securities directly held by certain of such other entities.
However, Mr. Simmons disclaims beneficial ownership of, and a pecuniary
interest in, the securities beneficially owned, directly or indirectly, by any
of such entities, except to the extent of his vested beneficial interest, if
any, in the shares the CMRT directly holds.
Annette C. Simmons is the wife of Harold C. Simmons. Mr. Simmons may be
deemed to share indirect beneficial ownership of her shares. Mr. Simmons
disclaims beneficial ownership of all shares that his wife holds directly.
Mrs. Simmons disclaims beneficial ownership of all shares she does not hold
directly.
Mr. and Mrs. Simmons are each a co-trustee of the Grandchildren's Trust,
the beneficiaries of which are the grandchildren of Mrs. Simmons. They each have
the power to vote and direct the disposition of the shares the trust holds. Mr.
Simmons and his wife each disclaim beneficial ownership of, and a pecuniary
interest in, any shares that this trust holds.