SEC Filing | Valhi

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SEC FORM 4/A 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

75240

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VALHI INC /DE/ [ VHI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/02/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock, $0.01 par value per share	03/02/2011		P		1,472	A	$23.8	367,188	D
Common stock, $0.01 par value per share	03/02/2011		P		528	A	$23.84	367,716	D
Common stock, $0.01 par value per share								104,813,316	I	by VHC⁽¹⁾
Common stock, $0.01 par value per share								1,442,428	I	by TFMC⁽²⁾
Common stock, $0.01 par value per share								366,847	I	by CDCT⁽³⁾
Common stock, $0.01 par value per share								219,796	I	by Spouse⁽⁴⁾
Common stock, $0.01 par value per share								15,000	I	by Contran⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Directly held by Valhi Holding Company. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship to the reporting person.

2. Directly held by TIMET Finance Management Company. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship to the reporting person.

3. Directly held by the Contran Amended and Restated Deferred Compensation Trust. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship to the reporting person.

4. Directly held by the reporting person's spouse.

5. Directly held by Contran Corporation. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship to the reporting person.

Remarks:

This amendment filed to add Exhibit 99 Exhibit Index: Exhibit 99 - Additional Information

	A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons	03/02/2011
	** 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.

f4vhi110302hcs.txt



Exhibit 99

Additional Information



     The following persons directly hold the following percentages of the

outstanding shares of common stock of the issuer, Valhi, Inc. ("Valhi"):



Valhi Holding Company ("VHC")................................92.4%

TIMET Finance Management Company ("TFMC").....................1.3%

Harold Simmons Foundation, Inc. (the "Foundation")............0.9%

Contran Amended and Restated Deferred Compensation

  Trust ("CDCT")..............................................0.3%

Harold C. Simmons.............................................0.3%

Annette C. Simmons............................................0.2%

The Combined Master Retirement Trust ("CMRT").................0.1%

The Annette Simmons Grandchildren's Trust

  (the "Grandchildren's Trust") ..............................less than 0.1%

Contran Corporation ("Contran")...............................less than 0.1%



Titanium Metals Corporation ("TIMET") is the sole stockholder of TFMC.



     The following persons directly hold the following percentages of the

outstanding shares of common stock of Kronos Worldwide, Inc. ("Kronos"):



Valhi........................................................50.0%

NL Industries, Inc. ("NL")...................................30.4%

Harold C. Simmons.............................................0.4%

TFMC..........................................................0.1%

Annette C. Simmons............................................0.1%

Contran.......................................................less than 0.1%



     The following persons directly hold the following percentages of the

outstanding shares of common stock of TIMET:



VHC..........................................................24.9%

Annette C. Simmons...........................................12.1%

CMRT..........................................................8.6%

Harold C. Simmons.............................................3.1%

Kronos........................................................1.6%

NL............................................................0.8%

Valhi.........................................................0.5%

Contran.......................................................0.3%

Foundation....................................................less than 0.1%

Grandchildren's Trust.........................................less than 0.1%



NL's percentage ownership of TIMET common stock includes 0.3% directly held by

a subsidiary of NL.



     The following persons directly hold the following percentages of the

outstanding shares of common stock of NL:



Valhi........................................................83.0%

Harold C. Simmons.............................................2.2%

Annette C. Simmons............................................0.6%

TFMC..........................................................0.5%

Kronos........................................................less than 0.1%



     Dixie Rice Agricultural Corporation, Inc. ("Dixie Rice") is the direct

holder of 100% of the outstanding shares of common stock of VHC.  Contran is the

holder of 100% of the outstanding shares of 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 each of the Trusts, Mr. Simmons has the power to vote and direct the

disposition of the shares of Contran stock held by each of 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 and less than 0.1% of the outstanding shares of TIMET

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 and

may be deemed to control the Foundation.



     The CMRT directly holds approximately 0.1% of the outstanding shares of

Valhi common stock and 8.6% of the outstanding shares of TIMET common stock.

Contran sponsors the CMRT as a trust to permit 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 the issuer'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.



     Mr. Harold C. Simmons is chairman of the board of Kronos, Valhi, TIMET,

VHC, Dixie Rice and Contran, and chairman of the board and chief executive

officer of NL.



     By virtue of the offices held, the stock ownership and his services as

trustee, all as described above, (a) Mr. Simmons may be deemed to control

certain of such entities and (b) Mr. Simmons and certain of such entities may be

deemed to possess indirect beneficial ownership of, and a pecuniary interest in,

shares of common stock directly held by certain of such other entities. However,

Mr. Simmons disclaims such beneficial ownership of, and such pecuniary interest

in, such shares beneficially owned, directly or indirectly, by any of such

entities, except to the extent of his vested beneficial interest, if any, in the

shares the CDCT and the CMRT hold directly.



     The reporting person understands that NL, a subsidiary of NL and Kronos

directly own 3,604,790 shares, 1,186,200 shares and 226,788 shares,

respectively, of Valhi common stock as of the date of this statement. As already

stated, Valhi is the direct holder of approximately 83.0% of the outstanding

shares of common stock of NL and 50.0% of the outstanding shares of Kronos

common stock.  As a result of Valhi's direct and indirect ownership of NL, its

subsidiary and Kronos, the reporting person further understands that, pursuant

to Delaware law, Valhi treats the shares of Valhi common stock that NL, its

subsidiary and Kronos own as treasury stock for voting purposes. For the

purposes of this statement, such shares of Valhi common stock that NL, its

subsidiary and Kronos hold directly are not deemed outstanding.



     Annette C. Simmons is the wife of Harold C. Simmons and is the direct owner

of the following shares of common stock of the following companies:



TIMET..................................................21,825,875

NL........................................................292,225

Valhi.....................................................219,796

Kronos.....................................................54,856



Mr. Simmons may be deemed to share indirect beneficial ownership of such

shares.  Mr. Simmons disclaims beneficial ownership of all securities that his

wife holds directly.



     Mr. Harold C. Simmons is the direct owner of the following shares of common

stock of the following companies:



TIMET...................................................5,628,787

NL......................................................1,051,054

Valhi.....................................................367,716

Kronos....................................................258,720



     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 Valhi common stock and 15,432 shares of TIMET common

stock. 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 Valhi common stock that

this trust holds.