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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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
KRONOS WORLDWIDE INC [ KRO ]
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)
12/11/2013
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 12/11/2013 J(1) 15,000 A $14.7861(2) 137,672(3) I By Contran(3)
Common Stock $0.01 par value 787,876 I by Spouse(4)
Common Stock $0.01 par value 57,990,042(5) I by Valhi(5)
Common Stock $0.01 par value 35,219,270(6) I by NL(6)
Common Stock $0.01 par value 783,840 D
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. Open market purchase by Contran Corporation. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship between the reporting persons.
2. The price reported in Column 4 is a weighted average price. These acquisitions involved 10 purchases at prices ranging from $14.73 to $14.82 per share. The reporting persons undertake to provide to the issuer, any security holder of the issuer or the U.S. Security and Exchange Commission, upon request, the full information regarding these purchases.
3. Directly held by Contran Corporation. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship of an additional person who may be deemed to beneficially own these shares.
4. Directly held by the reporting person's spouse. The reporting person disclaims beneficial ownership of any shares of the issuer's common stock that his spouse holds.
5. Directly held by Valhi, Inc. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships to the persons joining in this filing.
6. Directly held by NL Industries, Inc. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship to the persons joining in this filing.
Remarks:
A. Andrew R. Louis. Secretary, for Contran Corporation 12/11/2013
A. Andrew R. Louis. Attorney-in-fact, for Harold C. Simmons 12/11/2013
** 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.
F4kro131211con

Exhibit 99

Additional Information



The following persons directly hold the following percentages of the

outstanding shares of common stock of the issuer, Kronos Worldwide, Inc.

("Kronos"):



Valhi, Inc. ("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 Valhi:



Valhi Holding Company ("VHC")..............................92.6%

Contran.....................................................0.9%

Harold Simmons Foundation, Inc. (the "Foundation")..........0.7%

Harold C. Simmons...........................................0.6%

Contran Amended and Restated Deferred

  Compensation Trust (the "CDCT")...........................0.3%

Annette C. Simmons..........................................0.2%

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 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

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, NL, Valhi

and VHC and chairman of the board and chief executive officer of Contran.



     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 (including a wholly owned

subsidiary of NL) and Kronos directly own 14,372,970 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 and Kronos, the reporting persons further

understand that, pursuant to Delaware law, Valhi treats the shares of

Valhi common stock that NL and Kronos own as treasury stock for voting

purposes. For the purposes of this statement, such shares of Valhi common

stock that NL 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.