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)
05/09/2013	 	 	 	
 	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, $0.01 par value per share	05/09/2013	 	J(1)	 	2,000	A	$16.3	340,427	I	By Contran (2)	 	 	 	
Common stock, $0.01 par value per share	05/09/2013	 	J(1)	 	600	A	$16.3299	341,027	I	By Contran (2)	 	 	 	
Common stock, $0.01 par value per share	05/09/2013	 	J(1)	 	3,400	A	$16.35	344,427	I	By Contran (2)	 	 	 	
Common stock, $0.01 par value per share	05/09/2013	 	J(1)	 	2,000	A	$16.6	346,427	I	By Contran (2)	 	 	 	
Common stock, $0.01 par value per share	 	 	 	 	 	 	 	1,850,880	D	 	 	 	 	
Common stock, $0.01 par value per share	 	 	 	 	 	 	 	314,033,148	I	by VHC (3)	 	 	 	
Common stock, $0.01 par value per share	 	 	 	 	 	 	 	1,100,541	I	by CDCT (4)	 	 	 	
Common stock, $0.01 par value per share	 	 	 	 	 	 	 	818,514	I	by Spouse (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)	 	
 	 	 	 	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. Opern 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. 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.	
3. 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.	
4. 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.	
5. 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	05/09/2013	
 	A. Andrew R. Louis, Secretary, for Contran Corporation	05/09/2013	
 	** 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.	

F4vhi130509con

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.