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
|
OMB APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden |
hours per response: |
0.5 |
|
|
|
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 |
|
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
COMPX INTERNATIONAL INC
[ CIX ]
|
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) 06/20/2013
|
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)
|
Code |
V |
Amount |
(A) or (D) |
Price |
Class A Common Stock $0.01 par value |
06/20/2013 |
|
J
|
|
5,000 |
A |
$12.3306
|
5,000 |
I |
by Contran
|
Class A Common Stock $0.01 par value |
06/20/2013 |
|
J
|
|
900 |
A |
$12.4518
|
5,900 |
I |
by Contran
|
Class A Common Stock $0.01 par value |
|
|
|
|
|
|
|
755,104 |
I |
by NL
|
Class A Common Stock $0.01 par value |
|
|
|
|
|
|
|
361,217 |
D |
|
Class A Common Stock $0.01 par value |
|
|
|
|
|
|
|
60,422 |
I |
by Spouse
|
Class A Common Stock $0.01 par value |
|
|
|
|
|
|
|
3,000 |
I |
by Kronos
|
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 |
1. Name and Address of Reporting Person*
5430 LBJ FREEWAY, SUITE 1700 |
|
(Street)
|
1. Name and Address of Reporting Person*
5430 LBJ FREEWAY, SUITE 1700 |
|
(Street)
|
Explanation of Responses: |
Remarks: |
|
A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons |
06/20/2013 |
|
A. Andrew R. Louis, Secretary, for Contran Corporation |
06/20/2013 |
|
** 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. |
f4cix1306206hcs
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")...................................31.5%
Harold C. Simmons............................................15.1%
Annette C. Simmons............................................2.5%
Contran Corporation ("Contran")...............................0.2%
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 issuer's 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............................................0.9%
Kronos..............................................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 Kronos:
Valhi........................................................50.0%
NL...........................................................30.4%
Annette C. Simmons............................................0.7%
Harold C. Simmons.............................................0.7%
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")................................92.6%
Harold Simmons Foundation, Inc. (the "Foundation")............0.7%
Harold C. Simmons.............................................0.5%
Contran Amended and Restated Deferred Compensation
Trust (the "CDCT")..........................................0.3%
Annette C. Simmons............................................0.2%
Contran.......................................................0.1%
The Annette Simmons Grandchildren's Trust
(the "Grandchildren's Trust").....................less than 0.1%
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.
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 10,814,370 shares,
3,558,600 sares and 1,724,916 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.
Mr. Harold C. Simmons is chairman of the board of Kronos, Valhi,
VHC, 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.
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.