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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1. Name and Address of Reporting Person*
NLKW Holding, LLC

(Last) (First) (Middle)
5430 LBJ FREEWAY
SUITE 1700

(Street)
DALLAS TX 75240

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/07/2016
3. Issuer Name and Ticker or Trading Symbol
KRONOS WORLDWIDE INC [ KRO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
11/17/2016
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 35,219,270 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
Remarks:
Effective November 7, 2016, NL Industries, Inc. ("NL") capitalized the Reporting Person, a wholly owned subsidiary of NL, with 35,219,270 shares of Kronos Worlwide, Inc. common stock previously held by NL. This Form 3 is amended to make corrections to Exhibit 99.
A. Andrew R. Louis, Vice President, Secretary and Associate General Counsel 11/29/2016
** 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.
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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%

____

(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.