SEC FORM
3/A
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) 11/17/2016
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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: |
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A. Andrew R. Louis, Vice President, Secretary and Associate General Counsel |
11/29/2016 |
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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, 2016
The following is a description of the relationships among NLKW
Holding, LLC ("NLKW") and certain related entities or persons that
may be deemed to beneficially own shares ("Shares") of the common
stock of Kronos Worldwide, Inc., ("Kronos Worldwide"). NL Industries,
Inc. ("NL") is the sole member of NLKW and may be deemed to control
NLKW.
All of the outstanding voting stock of Contran Corporation
("Contran") is held by the Harold C. Simmons Family Trust No. 2 (the
"Family Trust"), for which Ms. Lisa K Simmons and Ms. Serena Simmons
Connelly are co-trustees, or is held directly by Ms. Simmons and Ms.
Connelly or entities related to them. 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
of 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 directly hold, or are related to the
following entity or person that directly holds, the following
percentages of the outstanding shares of Valhi common stock (a):
VHC .....................................................92.6%
Serena Simmons Connelly........................... Less than 1%
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(a) 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 shares are
not deemed outstanding for the purposes of calculating
the percentage ownership of the outstanding shares of
Valhi common stock.
VHC may be deemed to control Valhi.
Ms. Simmons and Ms. Connelly directly hold, or are related to the
following entities or person that directly hold, the following
percentages of outstanding shares of NL common stock:
Valhi ....................................................82.9%
Kronos Worldwide.................................. Less than 1%
Serena Simmons Connelly........................... Less than 1%
Valhi may be deemed to control NL.
Ms. Simmons and Ms. Connelly directly hold, or are related to the
following entities that directly hold, the following percentages of
the outstanding shares of Kronos Worldwide common stock:
Valhi.........................................................50.0
NLKW..........................................................30.4
Contran.............................................. Less than 1%
Together, Valhi, NLKW and Contran may be deemed to control Kronos
Worldwide.
By virtue of the stock ownership of each of Kronos Worldwide,
NLKW, NL, Valhi, 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 board of Contran 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;
O Ms. Simmons and Ms. Connelly may be deemed to control each of
Contran, Dixie Rice, VHC, Valhi, NL, NLKW, Kronos Worldwide
and CompX International Inc., a subsidiary of NL; and
O Ms. Simmons, Ms. Connelly, Contran, Dixie Rice, VHC, Valhi,
NL, NLKW and Kronos Worldwide may be deemed to possess
indirect beneficial ownership of, and a pecuniary interest
therein, the shares of common stock directly held by such
entities, including any Shares.
Each of Ms. Simmons and Ms. Connelly disclaims beneficial ownership
of all Shares held directly or indirectly, by any of such entities,
except to the extent of her pecuniary interest therein.