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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|
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
COMPX INTERNATIONAL INC
[ CIX ]
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5. 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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3. Date of Earliest Transaction
(Month/Day/Year)
06/01/2022
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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)
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Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
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| 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 |
| Class A Common Stock $0.01 par value per share |
06/01/2022 |
|
S
|
|
5,900 |
D |
$21.94
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0 |
D
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| Class A Common Stock $0.01 par value per share |
06/01/2022 |
|
S
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3,000 |
D |
$21.94
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0 |
I |
By Kronos
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| Class A Common Stock $0.01 par value per share |
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10,755,104 |
I |
By NL
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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 |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
| 5430 LBJ FREEWAY |
| SUITE 1700 |
(Street)
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1. Name and Address of Reporting Person*
| 5430 LBJ FREEWAY |
| SUITE 1700 |
(Street)
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1. Name and Address of Reporting Person*
| 5430 LBJ FREEWAY |
| SUITE 1700 |
(Street)
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| Explanation of Responses: |
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| Remarks: |
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Andrew B. Nace, Executive Vice President of Contran Corporation |
06/01/2022 |
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Andrew B. Nace, Executive Vice President of Kronos Worldwide, Inc. |
06/01/2022 |
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Andrew B. Nace, Attorney-in-fact for Lisa K. Simmons |
06/01/2022 |
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Ashley Tarleton, AVP & Trust Officer of Tolleson Private Bank, not in its individual capacity but solely as trustee of the Harold C. Simmons Family Trust No. 2 |
06/01/2022 |
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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. |
Exhibit 99.1
The following is a description of the relationships among the
Reporting Persons and certain related entities or persons that may be
deemed to beneficially own shares of the class A common stock, par value
$0.01 per share (the "Class A Shares"), of the issuer, CompX International
Inc. ("CompX").
A majority of the outstanding voting stock of Contran Corporation
("Contran") is held directly by Lisa K. Simmons and various family trusts
established for the benefit of Ms. Simmons, Thomas C. Connelly (the husband
of Ms. Simmons' late sister) and their children and for which Ms. Simmons
or Mr. Connelly, as applicable, serve as trustee (collectively, the "Other
Trusts"). With respect to the Other Trusts for which Mr. Connelly serves as
trustee, pursuant to the terms of a stockholders agreement (the "Contran
Stockholders Agreement") he is required to vote the shares of Contran
voting stock held in such trusts in the same manner as Ms. Simmons. Such
voting rights of Ms. Simmons last through April 22, 2030 and are personal
to Ms. Simmons.
The remainder of Contran's outstanding voting stock is held by the
Harold C. Simmons Family Trust No 2 (the "Family Trust"), which was
established for the benefit of Ms. Simmons and her late sister and their
children and for which for which Tolleson Private Bank serves as trustee
(the "Trustee").
Ms. Simmons serves as chair of the Contran board of directors
(the "Contran Board"), and one other member of Contran management also
serves on the Contran Board. The Trustee of the Family Trust has the power
to vote the shares of Contran stock held by the Family Trust and to direct
the disposition of such shares subject to certain right-of-first-refusal
limitations and restrictions as set forth in the Contran Stockholders
Agreement. Ms. Simmons has the power to vote the shares of Contran stock
she holds directly or indirectly (for the shares of Contran stock held by
the Other Trusts for which she serves as trustee), and by virtue of the
Contran Stockholders Agreement has the power to vote the shares of Contran
stock held by the Other Trusts for which she does not serve as trustee.
Ms. Simmons has the power to direct the disposition of the shares of Contran
stock she holds directly or indirectly (for the shares of Contran stock
held by the Other Trusts for which she serves as trustee) subject to
certain right-of-first-refusal limitations and restrictions as set forth
in the Contran Stockholders Agreement.
Contran is the holder of the sole membership interest of Dixie Rice
AgriculturalL.L.C. ("Dixie Rice") and may be deemed to control Dixie Rice.
Ms. Simmons and the Family Trust directly hold, or are related
to the following persons or entities that directly hold, the following
percentages of the outstanding Class A Shares:
NL Industries, Inc. ("NL")....................................86.9%
Contran................................................Less than 1%
Kronos Worldwide, Inc. ("Kronos Worldwide")............Less than 1%
Ms. Simmons and the Family Trust directly hold, or are related
to the following persons or entities that directly hold, the following
percentages of the outstanding shares of NL common stock:
Valhi, Inc. ("Valhi").........................................82.8%
Kronos Worldwide.......................................Less than 1%
Together, Valhi and Kronos Worldwide may be deemed to control NL.
Ms. Simmons and the Family Trust directly hold, or are related
to the following persons or entities that directly hold, the following
percentages of the outstanding shares of Kronos Worldwide common stock:
Valhi.........................................................50.2%
NLKW Holding LLC ("NLKW").....................................30.5%
Contran................................................Less than 1%
Together, Valhi, NL (and its wholly owned subsidiary NLKW) and
Contran may be deemed to control Kronos Worldwide.
Ms. Simmons and the Family Trust directly hold, or related
to the following persons or entities that directly hold, the following
percentages of the outstanding shares of Valhi common stock:
Dixie Rice....................................................91.5%
Dixie Rice may be deemed to control Valhi.
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. As stated above, Valhi is the direct holder
of approximately 82.8% of the outstanding shares of common stock of
NL and 50.2% of the outstanding shares of Kronos Worldwide common
stock. As a result of Valhi's direct and indirect ownership of NL
and Kronos Worldwide and pursuant to Delaware law and Section 13(d)(4)
of the Exchange Act, Valhi treats the shares of Valhi common stock
that NL and Kronos Worldwide own as treasury stock for voting purposes.
For the purposes of this statement, such shares of Valhi common stock
that NL and Kronos Worldwide hold are not deemed outstanding.
By virtue of the stock ownership of each of Kronos Worldwide,
NL, Valhi, Dixie Rice and Contran, Ms. Simmons being a beneficiary of
the Family Trust, the direct holdings of Contran voting stock by
Ms. Simmons, the voting rights conferred to Ms. Simmons by the Contran
Stockholders Agreement with Contran shares, the position of chair of
the Contran Board by Ms. Simmons, and the Family Trust's ownership of
Contran voting stock, in each case as described above, (a) Ms. Simmons
and the Family Trust (and the Trustee, in its capacity as trustee of
the Family Trust) may be deemed to control Contran, Dixie Rice, Valhi,
NL, Kronos Worldwide and CompX and (b) Ms. Simmons, the Family Trust
(and the Trustee, in its capacity as trustee of the Family Trust),
Contran, Dixie Rice, Valhi, NL and Kronos Worldwide may be deemed
to possess indirect beneficial ownership of, and a pecuniary interest
in, shares of common stock directly held by such entities, including
any Class A Shares. However, Ms. Simmons and the Family Trust
(and the Trustee) each disclaims 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 their direct beneficial ownership, if any, in shares of
such entities.
