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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*
SIMMONS HAROLD C

(Last) (First) (Middle)
5430 LBJ FREEWAY
SUITE 1700

(Street)
DALLAS TX 75240

(City) (State) (Zip)
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)
09/14/2005
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
Class A Common Stock $0.01 par value 09/14/2005 P 3,100 A $16 47,400 D
Class A Common Stock $0.01 par value 09/16/2005 P 6,900 A $16 54,300 D
Class A Common Stock $0.01 par value 2,586,820 I by CGI(1)
Class A Common Stock $0.01 par value 483,600 I by TFMC(2)
Class A Common Stock $0.01 par value 47,900 I by NL(3)
Class A Common Stock $0.01 par value 20,000 I by Spouse(4)
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
Explanation of Responses:
1. Directly held by CompX Group, Inc. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the persons joining in this filing.
2. Directly held by TIMET Finance Management Company. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the persons joining in this filing.
3. Directly held by NL Industries, Inc. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the persons joining in this filing.
4. The reporting person disclaims beneficial ownership of these shares.
Remarks:
Exhibit Index Exhibit 99 - Additional Information
A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons 09/16/2005
** 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).
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Additional Information

Exhibit 99 - Additional Information


     CompX Group, Inc. ("CGI"),  TIMET Finance Management  Company ("TFMC"),  NL
Industries, Inc. ("NL"), Harold C. Simmons and his spouse are the direct holders
of 49.4%, 9.2%, 0.9%, 1.0% and 0.4%  respectively,  of the outstanding shares of
class A common stock, par value $0.01 per share (the "Class A Common Stock"), of
the issuer.

     CGI holds 100%, or 10,000,000  shares, of the issuers 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 issuers  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 all  of  the  Class  B  Common  Stock,  CGI  currently  holds
approximately  82.6% of the  combined  voting  power  (97.5% for the election of
directors) of all classes of voting stock of the issuer.

     Titanium Metals  Corporation  ("TIMET") is the direct holder of 100% of the
outstanding  common stock of TFMC.  Tremont LLC ("Tremont"),  Harold C. Simmons'
spouse, The Combined Master Retirement Trust (the "CMRT"), Valhi, Inc. ("Valhi")
and Harold C. Simmons are the holders of approximately 38.3%, 14.3%, 11.7%, 4.3%
and 1.3%, respectively,  of the outstanding shares of common stock of TIMET. The
ownership of Ms. Simmons includes  5,333,333 shares of TIMET's common stock that
she has the right to acquire  upon  conversion  of  1,600,000  shares of TIMET's
6-3/4%  Series A  Convertible  Preferred  Stock,  par value $0.01 per share (the
"Series A Preferred  Stock"),  that she holds  directly.  The ownership of Valhi
includes  49,000  shares of  TIMET's  common  stock  that Valhi has the right to
acquire upon  conversion of 14,700 shares of Series A Preferred Stock that Valhi
directly  holds.  The  percentage  ownership of TIMET's common stock held by Ms.
Simmons  and Valhi  assumes the full  conversion  of only the shares of Series A
Preferred Stock owned by her or Valhi, respectively.

     Valhi is the direct holder of 100% of the outstanding  membership interests
of Tremont.  Valhi Holding Company ("VHC"), the Harold Simmons Foundation,  Inc.
(the "Foundation"), the Contran Deferred Compensation Trust No. 2 (the "CDCT No.
2") and the  CMRT  are the  direct  holders  of  91.2%,  0.9%,  0.4%  and  0.1%,
respectively,  of the common stock of Valhi. Valhi Group, Inc. ("VGI"), National
City Lines, Inc. ("National") and Contran Corporation ("Contran") are the direct
holders of 87.4%, 10.3% and 2.3%, respectively,  of the outstanding common stock
of VHC. National,  NOA, Inc. ("NOA") and Dixie Holding Company ("Dixie Holding")
are the direct holders of approximately 73.3%, 11.4% and 15.3%, respectively, of
the outstanding  common stock of VGI.  Contran and NOA are the direct holders of
approximately 85.7% and 14.3%, respectively,  of the outstanding common stock of
National.  Contran and Southwest Louisiana Land Company, Inc.  ("Southwest") are
the  direct  holders of  approximately  49.9% and  50.1%,  respectively,  of the
outstanding  common  stock of NOA.  Dixie Rice  Agricultural  Corporation,  Inc.
("Dixie Rice") is the direct holder of 100% of the  outstanding  common stock of
Dixie Holding.  Contran is the holder of 100% of the outstanding common stock of
Dixie Rice. Contran is also the holder of approximately 88.9% of the outstanding
common stock of Southwest.

     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.

     The Foundation  directly holds approximately 0.9% of the outstanding shares
of Valhi common stock. The Foundation is a tax-exempt  foundation  organized for
charitable  purposes.  Harold C.  Simmons  is the  chairman  of the board of the
Foundation.

     The CDCT No. 2 directly holds  approximately  0.4% of the outstanding Valhi
common stock. U.S. Bank National  Association  serves as the trustee of the CDCT
No. 2.  Contran  established  the CDCT No. 2 as an  irrevocable  rabbi  trust to
assist Contran in meeting certain deferred compensation obligations that it owes
to Harold C. Simmons.  If the CDCT No. 2 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 No. 2, Contran (i) retains the
power to vote the shares of Valhi common stock held  directly by the CDCT No. 2,
(ii)  retains  dispositive  power  over such  shares and (iii) may be deemed the
indirect beneficial owner of such shares.

     The CMRT directly holds  approximately  11.7% of the outstanding  shares of
TIMET common  stock and 0.1% of the  outstanding  shares of Valhi common  stock.
Valhi  established  the CMRT as a trust to permit the  collective  investment by
master trusts that maintain the assets of certain  employee  benefit plans Valhi
and related  companies  adopt. Mr. 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.

     NL and a  subsidiary  of NL directly  own  3,522,967  shares and  1,186,200
shares,  respectively,  of Valhi  common  stock.  Valhi and TFMC are the  direct
holders of approximately 83.1% and 0.5%, respectively, of the outstanding common
stock of NL.  Pursuant to Delaware law,  Valhi treats the shares of Valhi common
stock that NL and the subsidiary of NL 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 vice  chairman of the board of TIMET,  chairman of
the board of CGI, Tremont,  Valhi, VHC, VGI, National, NOA, Dixie Holding, Dixie
Rice,  Southwest  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
service 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 the shares of
Class A or Class B Common  Stock  that are  directly  held by CGI,  TFMC and NL.
However,  Mr. Simmons disclaims such beneficial ownership of the shares of Class
A or Class B Common Stock beneficially owned, directly or indirectly,  by any of
such entities.

     Harold C.  Simmons'  spouse is the direct owner of 20,000 shares of Class A
Common Stock,  130,000 shares of TIMET common stock,  1,600,000  shares of TIMET
Series A Preferred Stock, 119,475 shares of NL common stock and 43,400 shares of
Valhi  common  stock.  Mr.  Simmons may be deemed to share  indirect  beneficial
ownership of such securities.  Mr. Simmons disclaims beneficial ownership of all
securities that his spouse holds directly.

     Mr.  Harold C.  Simmons  is the  direct  owner of 54,300 shares of Class A
Common Stock,  442,400 shares of TIMET common stock, 195,000 shares of NL common
stock (including  stock options  exerciseable for 4,000 shares) and 3,383 shares
of Valhi common stock.

     A trust,  of which  Harold C.  Simmons and his spouse are  trustees and the
beneficiaries  are the  grandchildren  of his  spouse,  is the direct  holder of
36,500 shares of the common stock of Valhi.  Mr. Simmons,  as co-trustee of this
trust,  has the power to vote and direct the  disposition of the shares of Valhi
common stock the trust holds. Mr. Simmons disclaims  beneficial ownership of any
shares of the issuers common stock that this trust holds.