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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 		 
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
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)
08/05/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
08/05/2013 		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
Common stock, $0.01 par value per share 08/05/2013 J(1) 174,895 A $18.3104(2) 1,421,173 I By Contran(3)
Common stock, $0.01 par value per share 1,851,880 D
Common stock, $0.01 par value per share 314,033,148 I by VHC(4)
Common stock, $0.01 par value per share 1,100,541 I by CDCT(5)
Common stock, $0.01 par value per share 818,514 I by Spouse(6)
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
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)
1. Name and Address of Reporting Person*
CONTRAN CORP
(Last) (First) (Middle)
5430 LBJ FREEWAY, SUITE 1700
(Street)
DALLAS TX 75240
(City) (State) (Zip)
Explanation of Responses:
1. Open market purchase by Contran Corporation. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship between the persons joining in this filing.
2. The price reported in Column 4 is a weighted average price. These acquisitions involved 12 purchases at prices ranging from $18.0000 to $18.35 per share. The reporting persons undertake to provide to the issuer, any security holder of the issues or the U.S. Security and Exchange Commission, upon request, the full information regarding these purchases.
3. Directly held by Contran Corporation. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship between the persons joining in this filing.
4. 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 persons joining in this filing.
5. Directly owned 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 persons joining in this filing.
6. Directly held by the reporting person's spouse. Mr. Simmons disclaims beneficial ownership of any shares of the issuer's common stock that his spouse holds. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships to the persons joining in this filing.
Remarks:
Exhibit Index Exhibit 99 - Additional Information
A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons 08/05/2013
A. Andrew R. Louis, Assistant Secretary, for Contran Corporation 08/05/2013
** 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.
F4vhi130805con

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 Corporation ("Contran")............................ 0.4%

Contran Amended and Restated Deferred

  Compensation Trust "CDCT")................................0.3%

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

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,

NL, Valhi, VHC and Contran.



     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.