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) 10/29/2010
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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 |
10/29/2010 |
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P |
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100 |
A |
$11.6399
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343,412 |
D |
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Class A Common Stock $0.01 par value |
10/29/2010 |
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P |
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371 |
A |
$11.62
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343,783 |
D |
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Class A Common Stock $0.01 par value |
10/29/2010 |
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P |
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303 |
A |
$11.64
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344,086 |
D |
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Class A Common Stock $0.01 par value |
10/29/2010 |
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P |
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124 |
A |
$11.65
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344,210 |
D |
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Class A Common Stock $0.01 par value |
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26,400 |
I |
by Spouse
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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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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 |
10/29/2010 |
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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. |
f4cix101029hcs.txt
Exhibit 99 - Additional Information
NL Industries, Inc. ("NL"), Harold C. Simmons and his wife, Annette C.
Simmons, are the direct holders of 31.8%, 14.5% 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 its shares of Class A Common Stock and 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 83.0% 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"), Harold C. Simmons, Annette C. Simmons, The Combined Master
Retirement Trust (the "CMRT") and Contran Corporation ("Contran") are the direct
holders of 92.3%, 1.3%, 0.9%, 0.3%, 0.3%, 0.2%, 0.1% and less than 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 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.
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 3,604,790 shares and 1,186,200
shares, respectively, of Valhi common stock. As already discussed, Valhi is the
direct holder of approximately 83.0% 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.
Annette C. Simmons is the direct owner of 26,400 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 wife holds directly.
Mr. Harold C. Simmons is the direct owner of 344,210 shares of Class A
Common Stock, 1,000,200 shares of NL common stock and 343,183 shares of Valhi
common stock.
The Annette Simmons Grandchildren's Trust (the "Grandchildren's Trust"), of
which Harold C. Simmons and his wife are trustees and the beneficiaries are
the grandchildren of his wife, is the direct holder of 31,800 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 shares of common stock
of NL and 1.3% 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,
Contran, the Foundation and the Grandchildren's Trust are the holders of
approximately 24.9%, 11.1%, 8.6%, 4.1%, 0.8%, 0.5%, 0.4%, less than 0.1% and
less than 0.1%, respectively, of the outstanding shares of common stock of
TIMET. NL's percentage ownership of TIMET common stock includes 0.3% directly
held by a subsidiary of NL.