View:
Download DOC
Download PDF
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*
Harold C. Simmons Family Trust No. 2
(Last) (First) (Middle)
THREE LINCOLN CENTER, 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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/07/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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,par value $0.01 per share 05/07/2018 J(1) 3,686,866 D (1) 310,346,282(2) I By VHC(2)
Common Stock,par value $0.01 per share 3,636 D(3)
Common Stock,par value $0.01 per share 52,500 I By Connelly Trust(4)
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*
Harold C. Simmons Family Trust No. 2
(Last) (First) (Middle)
THREE LINCOLN CENTER, 5430 LBJ FREEWAY
SUITE 1700
(Street)
DALLAS TX 75240
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Simmons Lisa K
(Last) (First) (Middle)
THREE LINCOLN CENTER, 5430 LBJ FREEWAY
SUITE 1700
(Street)
DALLAS TX 75240
(City) (State) (Zip)
1. Name and Address of Reporting Person*
CONNELLY SERENA S
(Last) (First) (Middle)
THREE LINCOLN CENTER, 5430 LBJ FREEWAY
SUITE 1700
(Street)
DALLAS TX 75240
(City) (State) (Zip)
1. Name and Address of Reporting Person*
VALHI HOLDING CO
(Last) (First) (Middle)
5430 LBJ FREEWAY, SUITE 1700
(Street)
DALLAS TX 75240
(City) (State) (Zip)
Explanation of Responses:
1. See Exhibit 99.1 attached hereto for a description of the transaction.
2. Directly held by Valhi Holding Company ("VHC"). See Exhibit 99.2 to this statement for a description of the relationship of additional persons who may be deemed to beneficially own these shares, and for information regarding an additional 16,097,886 shares of Valhi common stock that are treated as treasury stock for voting purposes and are not included in the 310,346,282 number in column 5.
3. Directly held by Serena Simmons Connelly.
4. Held by the Serena S. Connelly 1998 Trust (the "Connelly Trust"), for which Serena Simmons Connelly is the sole trustee and sole beneficiary.
Remarks:
Exhibit Index 99.1 Description of the Transaction 99.2 Additional Information
Andrew B. Nace, Attorney-in-fact, for Lisa K. Simmons, Co-Trustee of the Harold C. Simmons Family Trust No. 2 05/17/2018
Andrew B. Nace, Attorney-in-fact, for Serena S. Connelly, Co-Trustee of the Harold C. Simmons Family Trust No. 2 05/17/2018
Andrew B. Nace, Executive Vice President of Valhi Holding Company 05/17/2018
** 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.
Exhibit 99.1

Description of the Transaction



      On May 5, 2018 (the "Redemption Date"), VHC exercised its

right to redeem 5,277 shares (the "Redeemed Shares") of its

outstanding non-voting 2% Series A Convertible Preferred Stock,

par value $1.00 per share (the "Series A Preferred Stock"), at a

redemption price of $5,000.00 per share (the "Redemption Price").

Payment of the Redemption Price was made, at the election of VHC

and pursuant to the terms of the Certificate of Designation

("Certificate of Designation") for the Series A Preferred Stock,

in 3,686,866 shares of common stock, $0.01 par value per share,

of Valhi, Inc. (valued at $7.17 per share for purposes of

calculating the number of shares pursuant to the terms of the

Certificate of Designation) and cash for fractional shares.  The

3,686,866 shares were transferred effective May 7, 2018 as part

of payment of the Redemption Price.




Exhibit 99.2

Additional Information



      The following is a description of the relationships among

the Reporting Persons and certain related entities or persons

that may be deemed to beneficially own shares ("Shares") of the

common stock of the issuer, Valhi.



      All of the outstanding voting stock of Contran Corporation

("Contran") is held by the Harold C. Simmons Family Trust No. 2

(the "Family Trust") established for the benefit of Lisa K.

Simmons and Serena Simmons Connelly and their children, for

which Ms. Simmons and Ms. Connelly are co-trustees, or is held

directly by Ms. Simmons and Ms. Connelly or entities related to

them. Ms. Simmons and Ms. Connelly are sisters.



      Ms. Simmons and Ms. Connelly also serve as co-chairs of the

Contran board of directors (the "Contran Board"), and one other

member of Contran management also serves on the Contran Board.

As co-trustees of the Family Trust, Ms. Simmons and Ms. Connelly

have the shared power to vote and direct the disposition of the

shares of Contran stock held by the Family Trust, and Ms.

Simmons and Ms. Connelly each has the power to vote and direct

the disposition of shares of Contran stock they hold directly or

which is held by other entities related to them.



      Contran is the holder of 100% of the outstanding common

stock of Dixie Rice Agricultural L.L.C.("Dixie Rice")and may be

deemed to control Dixie Rice.  Dixie Rice is the direct holder

of 100% of the outstanding common stock of VHC and may be deemed

to control VHC.



      Ms. Simmons and Ms. Connelly (or the Connelly Trust, whose

Shares are combined with those held directly by Ms. Connelly for

purposes of the percentage below) directly hold, or are related

to the following persons or entities that directly hold the

following percentages of the outstanding Shares:



VHC...................................................91.5%

Serena Simmons Connelly........................Less than 1%



VHC may be deemed to control Valhi.  Contran may be deemed to

control VHC, by virtue of its ownership of Dixie Rice shares.



      Ms. Simmons and Ms. Connelly directly hold, or are related

to the following persons or entities that directly hold,

the following percentages of the outstanding shares of Kronos

Worldwide common stock:



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

NLKW Holding LLC ("NLKW").............................30.4%

Contran....................................... Less than 1%

Serena Simmons Connelly........................Less than 1%



Together, Valhi, NL Industries, Inc. ("NL") (and its wholly-

owned subsidiary NLKW) and Contran may be deemed to control

Kronos Worldwide.



      Ms. Simmons and Ms. Connelly directly hold, or are related

to the following persons or entities that directly hold, the

following percentages of the outstanding shares of NL common

stock:



Valhi...............................................82.9%

Kronos Worldwide.............................Less than 1%

Serena Simmons Connelly......................Less than 1%



Together, Valhi and Kronos Worldwide may be deemed to control

NL.



      NL (including a wholly-owned subsidiary of NL) and Kronos

Worldwide own 14,372,970 Shares and 1,724,916 Shares,

respectively. Since NL and Kronos Worldwide are majority-owned

subsidiaries of Valhi, pursuant to Delaware law Valhi treats

such shares as treasury stock for voting purposes, and such

shares are not deemed outstanding for purposes of calculating

beneficial ownership percentages for purposes of Section 13 of

the Securities Exchange Act. The aggregate 16,097,886 shares of

Valhi common stock are not included in the body of Table I of

this statement; were not previously included in the body of

Table I of the Form 3 (Initial Statement of Beneficial Ownership

of Securities) filed by the Family Trust; and are not deemed

outstanding for the percentages of Valhi ownership provided

above.



      By virtue of the stock ownership of each of Kronos

Worldwide, NL, Valhi, VHC, Dixie Rice and Contran, the role of

Ms. Simmons and Ms. Connelly as co-trustees of the Family

Trust, Ms. Simmons and Ms. Connelly being beneficiaries of

the Family Trust, the direct holdings of Contran voting stock

by each of Ms. Simmons, Ms. Connelly and entities related to

them, the positions as co-chairs of the Contran Board by each of

Ms. Simmons and Ms. Connelly, in each case as described above,

(a) Ms. Simmons and Ms. Connelly may be deemed to control the

Family Trust, Contran, Dixie Rice, VHC, Valhi, NL, and Kronos

Worldwide and (b) Ms. Simmons and Ms. Connelly, Contran, Dixie

Rice, VHC, Valhi, NL and Kronos Worldwide may be deemed to

possess indirect beneficial ownership of, and a pecuniary

interest in, shares of common stock directly held by such

entities, including any Shares.  However, except for the 56,136

Shares she holds directly or through a trust for which she is

the sole trustee and sole beneficiary, Ms. Connelly disclaims

beneficial ownership of all Shares, except to the extent of her

pecuniary interest in such Shares, if any.