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) 01/21/2011
|
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 |
01/21/2011 |
|
P |
|
1,300 |
A |
$12.1
|
346,710 |
D |
|
Class A Common Stock $0.01 par value |
01/21/2011 |
|
P |
|
204 |
A |
$12.09
|
346,914 |
D |
|
Class A Common Stock $0.01 par value |
01/21/2011 |
|
P |
|
200 |
A |
$12.11
|
347,114 |
D |
|
Class A Common Stock $0.01 par value |
01/21/2011 |
|
P |
|
196 |
A |
$12.15
|
347,310 |
D |
|
Class A Common Stock $0.01 par value |
01/21/2011 |
|
P |
|
566 |
A |
$12.5
|
347,876 |
D |
|
Class A Common Stock $0.01 par value |
01/21/2011 |
|
P |
|
100 |
A |
$12.51
|
347,976 |
D |
|
Class A Common Stock $0.01 par value |
01/21/2011 |
|
P |
|
338 |
A |
$12.52
|
348,314 |
D |
|
Class A Common Stock $0.01 par value |
01/21/2011 |
|
P |
|
200 |
A |
$12.53
|
348,514 |
D |
|
Class A Common Stock $0.01 par value |
01/21/2011 |
|
P |
|
100 |
A |
$12.54
|
348,614 |
D |
|
Class A Common Stock $0.01 par value |
01/21/2011 |
|
P |
|
100 |
A |
$12.55
|
348,714 |
D |
|
Class A Common Stock $0.01 par value |
01/21/2011 |
|
P |
|
616 |
A |
$12.7
|
349,330 |
D |
|
Class A Common Stock $0.01 par value |
|
|
|
|
|
|
|
755,104 |
I |
by NL
|
Class A Common Stock $0.01 par value |
|
|
|
|
|
|
|
26,400 |
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 |
Explanation of Responses: |
Remarks: |
|
A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons |
01/21/2011 |
|
** 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. |
f4cix110121hcs.txt
Exhibit 99 - Additional Information
NL Industries, Inc. ("NL"), Harold C. Simmons and his wife, Annette C.
Simmons and Kronos worldwide, Inc. ("Kronos") are the direct holders of 31.8%,
14.7%, 1.1%, and 0.1%, 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"),Harold C. Simmons, Annette C. Simmons, TIMET
Finance Management Company ("TFMC") and Kronos are the direct holders of 83.0%,
2.1%, 0.6%, 0.5% and less than 0.1%, 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"), Kronos, The Annette Simmons
Grandchildren's Trust (the "Grandchildren's Trust") and Contran Corporation
("Contran") are the direct holders of 92.4%, 1.3%, 0.9%, 0.3%, 0.3%, 0.2%,
0.1%, less than 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.
Valhi, NL, Harold C. Simmons, TFMC, Annette C. Simmons and Contran are
the direct holders of approximately 50.0%, 30.4%, 0.4%, 0.1%, 0.1% and less
than 0.1%, respectively, of the outstanding common stock of Kronos.
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, a subsidiary of NL and Kronos directly own 3,604,790 shares,
1,186,200 shares and 184,773 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 and 50% of the outstanding common stock of
Kronos. Pursuant to Delaware law, Valhi treats the shares of Valhi common stock
that NL, the subsidiary of NL 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,
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, 54,856 shares of Kronos common stock, 292,225 shares of NL common stock
and 219,796 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 349,330 shares of Class A
Common Stock, 258,720 shares of Kronos common stock, 1,009,145 shares of NL
common stock and 343,183 shares of Valhi common stock.
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 0.1% of the outstanding shares of common stock
of Kronos, 0.5% of the outstanding shares of common stock of NL and 1.3% of the
outstanding shares of common stock of Valhi. Titanium Metals Corporation
("TIMET") is the direct holder of 100% of the outstanding shares of common stock
of TFMC. VHC, Annette C. Simmons, the CMRT, Harold C. Simmons, Kronos, NL,
Valhi, Contran, the Foundation and the Grandchildren's Trust are the holders of
approximately 24.9%, 12.1%, 8.6%, 3.1%, 1.6% 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. Harold C. Simmons is the chairman of the board of
TIMET.