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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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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|
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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 |
|
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VALHI INC /DE/
[ VHI ]
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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 |
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3. Date of Earliest Transaction
(Month/Day/Year)
04/08/2013
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
04/08/2013
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
|
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 |
| Common stock, $0.01 par value per share |
04/08/2013 |
|
P |
|
500 |
A |
$15.5956
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1,841,380 |
D |
|
| Common stock, $0.01 par value per share |
04/08/2013 |
|
P |
|
600 |
A |
$15.599
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1,841,980 |
D |
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| Common stock, $0.01 par value per share |
04/08/2013 |
|
P |
|
2,000 |
A |
$15.5999
|
1,843,980 |
D |
|
| Common stock, $0.01 par value per share |
04/08/2013 |
|
P |
|
6,900 |
A |
$15.6
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1,850,880 |
D |
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| Common stock, $0.01 par value per share |
|
|
|
|
|
|
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818,514 |
I |
By spouse
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| Common stock, $0.01 par value per share |
|
|
|
|
|
|
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314,033,148 |
I |
by VHC
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| Common stock, $0.01 par value per share |
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|
|
|
|
|
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1,100,541 |
I |
by CDCT
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| Common stock, $0.01 par value per share |
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|
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211,007 |
I |
by Contran
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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)
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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: |
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|
|
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| Remarks: |
|
|
A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons |
04/08/2013 |
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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. |
F4vhi130408hcs
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")..............................92.6%
Harold Simmons Foundation, Inc. (the "Foundation")..........0.7%
Harold C. Simmons...........................................0.5%
Contran Amended and Restated Deferred
Compensation Trust "CDCT")...............................0.3%
Annette C. Simmons..........................................0.2%
Contran Corporation ("Contran").............................0.1%
The Annette Simmons Grandchildren's Trust
(the "Grandchildren's Trust") ..................less than 0.1%
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%
Annette C. Simmons..........................................0.7%
Harold C. Simmons...........................................0.7%
Contran...........................................less than 0.1%
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..........................................0.9%
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 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.
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, 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 holds directly.
The reporting person understands that NL, a subsidiary of
NL and Kronos directly own 10,814,370 shares, 3,558,600 shares
and 1,724,916 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. Mr.
Simmons may be deemed to share indirect beneficial ownership of
the shares that his wife holds directly. Mr. Simmons disclaims
beneficial ownership of all securities that his wife holds
directly. Mrs. Simmons disclaims beneficial ownership of all
shares she does not hold directly.
The Grandchildren's Trust is a trust of which Harold C.
Simmons and his wife are trustees and the beneficiaries are the
grandchildren of his wife. 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.
