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) 02/25/2013
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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 |
02/25/2013 |
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S |
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100,000 |
D |
$17.25
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782,840 |
D |
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Common Stock $0.01 par value |
02/25/2013 |
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J
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100,000 |
D |
$17.25
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787,876 |
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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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 |
02/27/2013 |
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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. |
f4kro130227hcs
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........................................................50.0%
NL Industries, Inc. ("NL")...................................30.4%
Annette C. Simmons............................................0.7%
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 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%
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.
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,
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.