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) 06/23/2008
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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 |
06/23/2008 |
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P |
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701 |
A |
$4.78
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67,601 |
D |
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Class A Common Stock $0.01 par value |
06/23/2008 |
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P |
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299 |
A |
$4.79
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67,900 |
D |
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Class A Common Stock $0.01 par value |
06/23/2008 |
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P |
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100 |
A |
$4.8
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68,000 |
D |
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Class A Common Stock $0.01 par value |
06/23/2008 |
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P |
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900 |
A |
$4.82
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68,900 |
D |
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Class A Common Stock $0.01 par value |
06/23/2008 |
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P |
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100 |
A |
$4.83
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69,000 |
D |
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Class A Common Stock $0.01 par value |
06/23/2008 |
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P |
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100 |
A |
$4.84
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69,100 |
D |
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Class A Common Stock $0.01 par value |
06/23/2008 |
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P |
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300 |
A |
$4.85
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69,400 |
D |
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Class A Common Stock $0.01 par value |
06/23/2008 |
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P |
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600 |
A |
$4.87
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70,000 |
D |
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Class A Common Stock $0.01 par value |
06/23/2008 |
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P |
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500 |
A |
$4.88
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70,500 |
D |
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Class A Common Stock $0.01 par value |
06/23/2008 |
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P |
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600 |
A |
$4.95
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71,100 |
D |
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Class A Common Stock $0.01 par value |
06/23/2008 |
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P |
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61 |
A |
$4.97
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71,161 |
D |
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Class A Common Stock $0.01 par value |
06/23/2008 |
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P |
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100 |
A |
$4.9799
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71,261 |
D |
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Class A Common Stock $0.01 par value |
06/23/2008 |
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P |
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1,700 |
A |
$4.98
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72,961 |
D |
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Class A Common Stock $0.01 par value |
06/23/2008 |
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P |
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3,039 |
A |
$4.99
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76,000 |
D |
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Class A Common Stock $0.01 par value |
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755,004 |
I |
by NL
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Class A Common Stock $0.01 par value |
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20,000 |
I |
by Spouse
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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 |
06/25/2008 |
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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. |
Additional Information
Exhibit 99 - Additional Information
NL Industries, Inc. ("NL"), Harold C. Simmons and his
spouse, Annette C. Simmons, are the direct holders of
32.0%, 3.2% and 0.8% respectively, of the outstanding
shares of class A common stock, par value $0.01 per share
(the "Class A Common Stock"), of the issuer.
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 all of the Class B
Common Stock, NL currently holds approximately 87.0% of the
combined voting power (98.4% for the election of directors)
of all classes of voting stock of the issuer.
Valhi, Inc. ("Valhi") and TIMET Finance Management Company
("TFMC") are the direct holders of 83.1% and 0.5%, respectively,
of the outstanding common stock of NL. Valhi Holding Company
("VHC"), the Harold Simmons Foundation, Inc. (the
"Foundation"), TFMC and The Combined Master Retirement Trust
(the "CMRT") are the direct holders of 92.5%, 0.9%, 0.9%, and 0.1%,
respectively, of the common stock of Valhi. DRAC ("Dixie Rice")
is the direct holder of 100% of the outstanding common stock of VHC.
Contran is the holder of 100% of the outstanding 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.
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 CMRT directly holds approximately 0.1% of the
outstanding shares of Valhi common stock. 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. 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. As
already discussed, Valhi is the direct holder of
approximately 83.1% 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 chairman of the board of 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 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 NL. However, Mr.
Simmons disclaims such beneficial ownership of the shares
of Class A or Class B Common Stock beneficially owned
directly by NL.
Harold C. Simmons' spouse is the direct owner of 20,000
shares of Class A Common Stock, 269,775 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 76,000 shares
of Class A Common Stock, 880,600 shares of NL common stock
and 3,383 shares of Valhi common stock.
The Annette Simmons Grandchildren's Trust (the
"Grandchildren's 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 that this trust holds.
TFMC is the direct holder of 0.5% of the outstanding common
stock of NL and 0.9% of the outstanding common stock of Valhi.
Titanium Metals Corporation ("TIMET") is the direct holder of
100% of the outstanding common stock of TFMC. VHC,
Annette C. Simmons, the CMRT, Harold C. Simmons, NL, Valhi,
the Foundation and The Annette Simmons Grandchildren's Trust (the
"Grandchildren's Trust") are the holders of approximately
26.9%, 11.7%, 8.5%, 4.0%, 0.8%, 0.5%, 0.2% and less than 0.1%,
respectively, of the outstanding shares of TIMET common stock.
The percentage ownership of TIMET common stock
owned by NL includes 0.3% of the outstanding shares of TIMET
common stock that is owned by a subsidiary of NL.