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) 12/27/2012
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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 |
12/27/2012 |
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J
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500 |
A |
$18.158
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883,376 |
I |
by Spouse
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Common Stock $0.01 par value |
12/27/2012 |
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J
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600 |
A |
$18.16
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883,976 |
I |
by Spouse
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Common Stock $0.01 par value |
12/27/2012 |
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J
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300 |
A |
$18.19
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884,276 |
I |
by Spouse
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Common Stock $0.01 par value |
12/27/2012 |
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J
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91 |
A |
$18.1999
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884,367 |
I |
by Spouse
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Common Stock $0.01 par value |
12/27/2012 |
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J
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3,509 |
A |
$18.2
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887,876 |
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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5,372 |
I |
by Contran
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Common Stock $0.01 par value |
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774,840 |
D |
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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 |
12/28/2012 |
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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. |
F4kro121228hcs
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............................................0.8%
Harold C. Simmons.............................................0.7%
Contran Corporation ("Contran").....................less than 0.1%
The following persons directly hold the following percentages of the
outstanding shares of common stock of 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%
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%
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.
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 of Valhi'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 and the CMRT hold
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.