SEC Filing Html Data

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*
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)
11/02/2009
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 11/02/2009 J(1) 100 A $6.97 20,100 I by Spouse(2)
Class A Common Stock $0.01 par value 11/02/2009 J(1) 200 A $6.98 20,300 I by Spouse(2)
Class A Common Stock $0.01 par value 11/02/2009 J(1) 300 A $6.9899 20,600 I by Spouse(2)
Class A Common Stock $0.01 par value 11/02/2009 J(1) 200 A $6.99 20,800 I by Spouse(2)
Class A Common Stock $0.01 par value 11/02/2009 J(1) 300 A $6.995 21,100 I by Spouse(2)
Class A Common Stock $0.01 par value 11/02/2009 J(1) 1,900 A $7 23,000 I by Spouse(2)
Class A Common Stock $0.01 par value 11/02/2009 J(1) 1,100 A $7.03 24,100 I by Spouse(2)
Class A Common Stock $0.01 par value 11/02/2009 J(1) 1,900 A $7.25 26,000 I by Spouse(2)
Class A Common Stock $0.01 par value 11/03/2009 D 300 A $6.94 319,818 D
Class A Common Stock $0.01 par value 11/03/2009 D 300 A $6.95 320,118 D
Class A Common Stock $0.01 par value 11/03/2009 D 300 A $6.99 320,418 D
Class A Common Stock $0.01 par value 11/03/2009 D 100 A $7 320,518 D
Class A Common Stock $0.01 par value 755,104 I by NL(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Open market purchase by the reporting person's spouse.
2. Directly held by the reporting person's spouse. The reporting person disclaims beneficial ownership of any shares of the issuer's common stock that his spouse holds.
3. Directly held by NL Industries, Inc. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship to the reporting person.
Remarks:
Exhibit Index Exhibit 99 - Additional Information
A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons 11/04/2009
** 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.
f4cix091102hcs.txt





Exhibit 99 - Additional Information



     NL Industries, Inc. ("NL"), Harold C. Simmons and his spouse, Annette C.

Simmons, are the direct holders of 31.9%, 13.5% and 1.1%, 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 86.9% 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"), TFMC, the Harold Simmons Foundation, Inc.

(the "Foundation"), the Contran Amended and Restated Deferred Compensation Trust

(the "CDCT"), Annette C. Simmons, Harold C. Simmons and The Combined Master

Retirement Trust (the "CMRT") are the direct holders of 92.2%, 1.1%, 0.9%, 0.3%,

0.2%, 0.2% and 0.1%, respectively, of the common stock of Valhi.  Dixie Rice

Agricultural Corporation, Inc. ("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.



     The CDCT directly holds approximately 0.3% of the outstanding shares of

Valhi common stock.  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.



     NL and a subsidiary of NL directly own 3,604,790 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 26,000 shares of Class A

Common Stock, 292,225 shares of NL common stock and 203,065 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 320,518 shares of Class A

Common Stock, 881,600 shares of NL common stock and 180,432 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 34,000 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

1.1% 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 Grandchildren's Trust are the holders of approximately 26.4%, 12.0%,

8.6%, 4.1%, 0.8%, 0.5%, 0.1% 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.  Harold C. Simmons is chairman of the

board of TIMET.