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)
09/23/2010
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 09/23/2010 J(1) 1,000 A $37.5 86,667 I by TFMC(2)
Common Stock $0.01 par value 258,720 D
Common Stock $0.01 par value 28,995,021 I by Valhi(3)
Common Stock $0.01 par value 17,609,635 I by NL(4)
Common Stock $0.01 par value 54,856 I by Spouse(5)
Common Stock $0.01 par value 2,686 I by Contran(6)
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)
1. Name and Address of Reporting Person*
VALHI INC /DE/

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

(Street)
DALLAS TX 75240

(City) (State) (Zip)
1. Name and Address of Reporting Person*
VALHI HOLDING CO

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

(Street)
DALLAS TX 75240

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DIXIE RICE AGRICULTURE CORP INC

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

(Street)
DALLAS TX 75240

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TITANIUM METALS CORP

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

(Street)
DALLAS TX 75240

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TIMET FINANCE MANAGEMENT CO

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

(Street)
DALLAS TX 75240

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NL INDUSTRIES INC

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

(Street)
DALLAS TX 75240

(City) (State) (Zip)
Explanation of Responses:
1. Open market purchase by TIMET Finance Management Company. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the persons joining in this filing.
2. Directly held by TIMET Finance Management Company. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the persons joining in this filing.
3. Directly held by Valhi, Inc. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the persons joining in this filing.
4. Directly held by NL Industries, Inc. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship among the persons joining in this filing.
5. Directly held by the reporting person's wife. Mr. Simmons disclaims beneficial ownership of any shares of the issuer's common stock that his wife holds. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the persons joining in this filing.
6. Directly held by Contran Corporation. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship among the persons joining in this filing.
Remarks:
Exhibit Index Exhibit 99 - Additional Information
A. Andrew R. Louis. Attorney-in-fact, for Harold C. Simmons 09/23/2010
A. Andrew R. Louis. Secretary, for Contran Corporation 09/23/2010
A. Andrew R. Louis. Secretary, for Valhi, Inc. 09/23/2010
A. Andrew R. Louis. Secretary, for Valhi Holding Corporation 09/23/2010
A. Andrew R. Louis. Secretary, for Dixie Rice Agricultural Corporation, Inc. 09/23/2010
A. Andrew R. Louis. Assistant Secretary, for Titanium Metals Corporation 09/23/2010
A. Andrew R. Louis. Secretary, for NL Industries, Inc. 09/23/2010
Gregory M. Swalwell. Vice President, for TIMET Finance Management Company 09/23/2010
** 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.
f4kro100923tfmc.txt





Exhibit 99

Additional Information



     Valhi, Inc. ("Valhi"), NL Industries, Inc. ("NL"), Harold C. Simmons,

TIMET Finance Management Company ("TFMC"), Harold C. Simmons' wife and

Contran Corporation ("Contran") are the holders of 59.2%, 36.0%, 0.5%, 0.2%,

0.1% and less than 0.1%, respectively, of the outstanding shares of common

stock, par value $0.01 per share ("Common Stock"), of the issuer.



     Titanium Metals Corporation ("TIMET") directly owns 100% of the

outstanding common stock of TFMC. Valhi Holding Company ("VHC"), Harold C.

Simmons' wife, The Combined Master Retirement Trust (the "CMRT"), Harold C.

Simmons, NL, Valhi, Contran and the Harold Simmons Foundation, Inc. (the

"Foundation") are the holders of approximately 24.9%, 11.3%, 8.6%, 4.1%,

0.8%, 0.5%, 0.4% and less than 0.1%, respectively, of the outstanding common

stock of TIMET. NL's percentage ownership of TIMET common stock includes 0.3%

directly held by a subsidiary of NL.



     Valhi and TFMC are the direct holders of approximately 83.0% and 0.5%,

respectively, of the outstanding common stock of NL. VHC, TFMC, the

Foundation, the Contran Amended and Restated Deferred Compensation Trust

(the "CDCT"), Harold C. Simmons, Harold C. Simmons' wife, the CMRT and

Contran are the direct holders of 92.3%, 1.3%, 0.9%, 0.3%, 0.3%, 0.2%, 0.1%

and less than 0.1%, respectively, of the outstanding common stock of Valhi.

Dixie Rice Agricultural Corporation, Inc. ("Dixie Rice") is the direct holder

of 100% the outstanding common stock of VHC. Contran Corporation ("Contran")

is the holder of 100% of the outstanding 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 entities related to Mr. Simmons. As

sole trustee of the Trusts, Mr. Simmons has the power to vote and direct the

disposition of the shares of Contran stock held by the Trusts. Mr. Simmons

disclaims beneficial ownership of all Contran shares that the Trusts hold.



     Harold C. Simmons is the chairman of the board of each of the issuer,

Valhi, TIMET, VHC, Dixie Rice and Contran and chairman of the board and chief

executive officer of NL.



     The Foundation directly holds less than 0.1% of the outstanding shares

of TIMET common stock and 0.9% of the outstanding shares of Valhi common

stock. The Foundation is a tax-exempt foundation organized for charitable

purposes. Harold C. Simmons is the chairman of the board of the Foundation.



     The CDCT directly holds approximately 0.3% of the outstanding shares of

Valhi common stock.  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 Valhi's 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.



     The CMRT directly holds approximately 8.6% of the outstanding shares of

TIMET common stock and 0.1% of the outstanding shares of Valhi common stock.

Contran sponsors the CMRT, which permits the collective investment by master

trusts that maintain the assets of certain employee benefit plans Contran and

related companies adopt. Harold C. Simmons is the sole trustee of the CMRT

and a member of the trust investment committee for the CMRT. Contran's board

of directors selects the trustee and members of the trust investment

committee for the CMRT. Mr. Simmons is a participant in one or more of the

employee benefit plans that invest through the CMRT.



     By virtue of the holding of the offices, the stock ownership and his

services as trustee, all as described above, (a) Harold C. Simmons may be

deemed to control such entities and (b) Mr. Simmons and certain of such

entities may be deemed to possess indirect beneficial ownership of shares

directly held by certain of such other entities. However, Mr. Simmons

disclaims such beneficial ownership of the shares beneficially owned directly

or indirectly by any of such entities, except to the extent of his vested

beneficial interest, if any, in shares held by the CMRT. Mr. Harold Simmons

disclaims beneficial ownership of all shares of Common Stock that Valhi, NL,

TFMC or Contran directly holds.



     Harold C. Simmons' wife is the direct owner of 54,856 shares of Common

Stock, 292,225 shares of NL common stock, 20,401,875 shares of TIMET common

stock and 203,065 shares of Valhi common stock. Mr. Simmons may be deemed to

share indirect beneficial ownership of such shares. Mr. Simmons disclaims all

such beneficial ownership.



     Harold C. Simmons directly holds 258,720 shares of Common Stock, 1,000,200

shares of NL common stock, 7,442,787 shares of TIMET common stock and 343,183

shares of Valhi common stock.



     A trust, of which Harold C. Simmons and his wife are trustees and the

beneficiaries are the grandchildren of his wife, is the direct holder of

15,432 of TIMET common stock and 31,800 shares of Valhi common stock. 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.



     NL and a subsidiary of NL directly own 3,604,790 and 1,186,200 shares of

Valhi common stock, respectively. Pursuant to Delaware law, Valhi treats the

shares of Valhi common stock that NL and the subsidiary of NL own as treasury

stock for voting purposes. For the purposes of the percentage calculations

herein, such shares are not deemed outstanding.