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
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OMB APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden |
hours per response: |
0.5 |
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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 |
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(Street)
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2. Issuer Name and Ticker or Trading Symbol
KRONOS WORLDWIDE INC
[ KRO ]
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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) |
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Other (specify below) |
Chairman of the Board |
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3. Date of Earliest Transaction
(Month/Day/Year) 01/25/2012
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
X |
Form filed by One Reporting Person |
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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 |
01/25/2012 |
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J
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11,200 |
A |
$22.22
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647,476 |
I |
by Spouse
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Common Stock $0.01 par value |
01/25/2012 |
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J
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300 |
A |
$22.25
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647,776 |
I |
by Spouse
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Common Stock $0.01 par value |
01/25/2012 |
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J
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200 |
A |
$22.23
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647,976 |
I |
by Spouse
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Common Stock $0.01 par value |
01/25/2012 |
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J
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200 |
A |
$22.235
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648,176 |
I |
by Spouse
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Common Stock $0.01 par value |
01/25/2012 |
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J
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179 |
A |
$22.24
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648,355 |
I |
by Spouse
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Common Stock $0.01 par value |
01/25/2012 |
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J
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20 |
A |
$22.48
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648,375 |
I |
by Spouse
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Common Stock $0.01 par value |
01/25/2012 |
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J
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1 |
A |
$22.46
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648,376 |
I |
by Spouse
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Common Stock $0.01 par value |
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57,990,042 |
I |
by Valhi
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Common Stock $0.01 par value |
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35,219,270 |
I |
by NL
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Common Stock $0.01 par value |
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548,440 |
D |
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Common Stock $0.01 par value |
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373,334 |
I |
by TFMC
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Common Stock $0.01 par value |
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5,372 |
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)
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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: |
Remarks: |
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A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons |
01/25/2012 |
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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. |
f4kro120125hcs99.txt
Exhibit 99
Additional Information
The following persons directly hold the following percentages of the
outstanding shares of common stock of Kronos Worldwide, Inc. ("Kronos"):
Valhi, Inc. ("Valhi")........................................50.0%
NL Industries, Inc. ("NL")...................................30.4%
Annette C. Simmons............................................0.6%
Harold C. Simmons.............................................0.5%
TIMET Finance Management Company ("TFMC").....................0.3%
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 Valhi:
Valhi Holding Company ("VHC")................................92.6%
TFMC..........................................................1.9%
Harold Simmons Foundation, Inc. (the "Foundation")............0.7%
Harold C. Simmons.............................................0.4%
Contran Amended and Restated Deferred Compensation
Trust ("CDCT")..............................................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.......................................................less than 0.1%
Except as otherwise indicated, the following persons directly hold the
following percentages of the outstanding shares of common stock of TIMET:
VHC..........................................................23.9%
Annette C. Simmons...........................................12.5%
CMRT..........................................................8.8%
Harold C. Simmons.............................................3.2%
Kronos........................................................2.4%
Contran.......................................................2.0%
NL............................................................0.8%
Valhi.........................................................0.5%
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............................................0.8%
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 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.
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.
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 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 574,972 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 the trust holds. Mr. Simmons disclaims beneficial
ownership of any shares that this trust holds.