SEC FORM
3
SEC Form 3
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
| 5430 LBJ FREEWAY |
| SUITE 1700 |
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
11/07/2016
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3. Issuer Name and Ticker or Trading Symbol
KRONOS WORLDWIDE INC
[ KRO ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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5. 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 Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
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2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Common Stock |
35,219,270 |
D |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
| Remarks: |
|
|
A. Andrew R. Louis, Vice President, Secretary and Associate General Counsel |
11/17/2016 |
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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
5
(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. |
Exhibit 99
Additional Information
As of November 7, 20116
The following is a description of the relationships among the
Reporting Person and certain related entities or persons that may be
deemed to beneficially own shares ("Shares") of the common stock of
the issuer, NL Industries, Inc. ("NL").
All of the outstanding voting stock of Contran Corporation
("Contran") is held by the Harold C. Simmons Family Trust No. 2 (the
"Family Trust").As co-trustees of the Family Trust, each of Ms.
Simmons and Ms. Connelly has the shared power to vote and direct the
disposition of the shares of Contran stock held by the Family Trust,
and Ms. Simmons and Ms. Connelly each has the power to vote and direct
the disposition of the shares held directly by them and the entities
related to them. Ms. Simmons and Ms. Connelly are sisters and also
serve as the co-chairs of the board of directors of Contran Corporation ("Contran"). Contran is the sole owner of 100% of the
outstanding shares of the non-voting preferred stock of Valhi, Inc.
("Valhi"). Contran is also the holder of the sole membership interest
of Dixie Rice Agricultural L.L.C ("Dixie Rice") and may be deemed to
control Dixie Rice. Dixie Rice is the direct holder of 100% of the
outstanding common stock of Valhi Holding Company "VHC") and may be
deemed to control VHC. Ms. Simmons and Ms. Connelly are related to the
outstanding shares of common stock of Kronos Worldwide, Inc. ("Kronos
Worldwide"):
Valhi ...........................................................50.0%
NL...............................................................30.4%
Contran...................................................Less than 1%
Ms. Simmons and Ms. Connelly directly hold, or are related to the
following person or entity that directly holds, the following
percentages of the outstanding shares of Valhi common stock (a):
VHC............................................................. 92.6%
Serena Simmons Connelly.................. ................Less than 1%
____
NL (including a wholly owned subsidiary of NL) and Kronos
Worldwide own 14,372,970 shares and 1,724,916 shares,
respectively, of Valhi common stock. Since NL and Kronos Worldwide
are majority owned subsidiaries of Valhi, and pursuant to Delaware
law, Valhi treats the shares of Valhi common stock that NL and
Kronos Worldwide own as treasury stock for voting purposes.
Pursuant to Section 13(d)(4) of the Securities Exchange Act, such
stock as of the record date in this proxy statement.
By virtue of the stock ownership in each of VHC, Dixie Rice and Contran,
the role of Ms. Simmons and Ms. Connelly as co-trustees of the Family
Trust, Ms. Simmons and Ms. Connelly being beneficiaries of the Family
Trust, the direct holdings of Contran voting stock by each of Ms. Simmons
and Ms. Connelly and entities related to them, and the positions as
co-chairs of the Contran board by each of Ms. Simmons and Ms. Connelly,
in each case as described above:
O Ms. Simmons and Ms. Connelly may be deemed to control the Family
Trust;
0 Ms. Simmons and Ms. Connelly may be deemed to control each of
Contran, Dixie Rice, VHC, Valhi, NL, Kronos Worldwide and CompX;
0 Ms. Simmons, Ms. Connelly, Contran, Dixie Rice, VHC, Valhi, NL
and Kronos Worldwide may be deemed to possess indirect beneficial
ownership of shares of common stock directly held by such entities,
including any shares of our common stock.
Except for the 500 shares of NL common stock she holds directly, Ms.
Connelly disclaims beneficial ownership of all shares of our common
stock, except to the extent of her pecuniary interest in such shares, if
any. Ms. Simmons disclaims beneficial ownership of all shares of our
common stock, except to the extent of her pecuniary interest in such
shares, if any.
Each of our directors or executive officers disclaims beneficial
ownership of any shares of NL common stock, except to the extent
he or she has a pecuniary in such shares, if any.
