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
COMPX INTERNATIONAL INC [ CIX ]
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)
12/14/2010
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
Class A Common Stock $0.01 par value 12/14/2010 J(1) 194 A $11.8 194 I by Kronos(2)
Class A Common Stock $0.01 par value 12/14/2010 J(1) 300 A $11.85 494 I by Kronos(2)
Class A Common Stock $0.01 par value 12/14/2010 J(1) 100 A $11.9999 594 I by Kronos(2)
Class A Common Stock $0.01 par value 12/14/2010 J(1) 94 A $11.99 688 I by Kronos(2)
Class A Common Stock $0.01 par value 12/14/2010 J(1) 2,312 A $12 3,000 I by Kronos(2)
Class A Common Stock $0.01 par value 345,410 D
Class A Common Stock $0.01 par value 26,400 I by Spouse(3)
Class A Common Stock $0.01 par value 755,104 I by NL(4)
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*
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*
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*
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*
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*
NL INDUSTRIES INC

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

(Street)
DALLAS TX 75240

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KRONOS WORLDWIDE INC

(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)
Explanation of Responses:
1. Open market purchase by Kronos Worldwide, Inc. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships to the persons joining in this filing.
2. Directly held by Kronos Worldwide, Inc. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships to the persons joining in this filing.
3. 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 to 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.
Remarks:
Exhibit Index: Exhibit 99 - Additional Information
A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons 12/16/2010
A. Andrew R. Louis, Secretary, for Contran Corporation 12/16/2010
A. Andrew R. Louis, Secretary, for Dixie Rice Agricultural Corporation, Inc. 12/16/2010
A. Andrew R. Louis, Secretary, for Valhi Holding Company 12/16/2010
A. Andrew R. Louis, Secretary, for Valhi, Inc. 12/16/2010
A. Andrew R. Louis, Assistant Secretary, for Titanium Metals Corporation 12/16/2010
A. Andrew R. Louis, Secretary, for NL Industries, Inc. 12/16/2010
A. Andrew R. Louis, Secretary, for Kronos Worldwide, Inc. 12/16/2010
Gregory M. Swalwell, Vice President, for TIMET Finance Management Company 12/16/2010
** 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.
f4cix101214kro.txt





Exhibit 99 - Additional Information



     NL Industries, Inc. ("NL"), Harold C. Simmons, his wife, Annette C.

Simmons, and Kronos Worldwide, Inc. ("Kronos") are the direct holders of 31.8%,

14.5%, 1.1% and 0.1%, respectively, of the outstanding shares of class A common

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



     NL directly holds 100%, or 10,000,000 shares, of the issuer's Class B

Common Stock, par value $0.01 per share (the "Class B Common Stock," and

collectively with the Class A Common Stock, the "Common Stock").  The

description of the relative rights of the Common Stock contained in the

issuer's restated certificate of incorporation is hereby incorporated herein by

reference to Exhibit 3.1 of the issuers Registration Statement on Form S-1

(File No. 333-42643).  As a result of the ownership of its shares of Class A

Common Stock and all of the Class B Common Stock, NL currently holds

approximately 86.9% of the combined voting power (98.4% for the election of

directors) of all classes of voting stock of the issuer.



     Valhi, Inc. ("Valhi"),Harold C. Simmons, Annette C. Simmons, TIMET

Finance Management Company ("TFMC") and Kronos are the direct holders of 83.0%,

2.1%, 0.6%, 0.5% and less than 0.1%, respectively, of the outstanding common

stock of NL.  Valhi Holding Company ("VHC"), TFMC, the Harold Simmons

Foundation, Inc. (the "Foundation"), the Contran Amended and Restated Deferred

Compensation Trust (the "CDCT"), Harold C. Simmons, Annette C. Simmons, The

Combined Master Retirement Trust (the "CMRT"), The Annette Simmons

Grandchildren's Trust (the "Grandchildren's Trust") and Contran Corporation

("Contran") are the direct holders of 92.3%, 1.3%, 0.9%, 0.3%, 0.3%, 0.2%,

0.1%, less than 0.1% and less than 0.1%, respectively, of the common stock of

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

holder of 100% of the outstanding common stock of VHC.  Contran is the holder of

100% of the outstanding common stock of Dixie Rice.



     Valhi, NL, Harold C. Simmons, TFMC, Annette C. Simmons and Contran are

the direct holders of approximately 50.0%, 30.4%, 0.4%, 0.1%, 0.1% and less

than 0.1%, respectively, of the outstanding common stock of Kronos.



     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 other 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,

however, disclaims beneficial ownership of any shares of Contran stock that the

Trusts hold.



     The Foundation directly holds approximately 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 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.  Mr. Simmons is the sole

trustee of the CMRT and a member 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.



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

shares, respectively, of Valhi common stock.  Kronos directly owns 62,340 shares

of Valhi common stock.  As already discussed, Valhi is the direct holder of

approximately 83.0% of the outstanding shares of NL common stock and 50.0% of

the outstanding shares of Kronos common stock.  Pursuant to Delaware law, Valhi

treats the shares of Valhi common stock that NL, its subsidiary and Kronos own

as treasury stock for voting purposes and for the purposes of this statement

such shares are not deemed outstanding.



     Mr. Harold C. Simmons is chairman of the board of Kronos, Valhi, VHC,

Dixie Rice and Contran and chairman of the board and chief executive officer of NL.



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

service as trustee, all as described above, (a) Mr. Simmons may be deemed to

control the entities described above and (b) Mr. Simmons and certain of such

entities may be deemed to possess indirect beneficial ownership of the shares

of Class A or Class B Common Stock that are directly held by NL.  However, Mr.

Simmons disclaims such beneficial ownership of the shares of Class A or Class B

Common Stock beneficially owned directly by NL and Kronos.



     Annette C. Simmons is the direct owner of 26,400 shares of Class A Common

Stock, 54,856 shares of Kronos common stock, 292,225 shares of NL common stock

and 219,796 shares of Valhi common stock.  Mr. Simmons may be deemed to share

indirect beneficial ownership of such securities.  Mr. Simmons disclaims

beneficial ownership of all securities that his wife holds directly.



     Mr. Harold C. Simmons is the direct owner of 345,410 shares of Class A

Common Stock, 258,720 shares of Kronos common stock, 1,007,145 shares of NL

common stock and 343,183 shares of Valhi common stock.



     The Grandchildren's 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 31,800 shares of the common stock of Valhi.  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.



     TFMC is the direct holder of 0.5% of the outstanding shares of common

stock of NL and 1.3% of the outstanding shares of common stock of Valhi.

Titanium Metals Corporation ("TIMET") is the direct holder of 100% of the

outstanding shares of common stock of TFMC.  VHC, Annette C. Simmons, the CMRT,

Harold C. Simmons, Kronos, NL, Valhi, Contran, the Foundation and the

Grandchildren's Trust are the holders of approximately 24.9%, 12.1%, 8.6%,

3.1%, 1.4% 0.8%, 0.5%, 0.4%, less than 0.1% and less than 0.1%, respectively,

of the outstanding shares of common stock of TIMET. NL's percentage ownership

of TIMET common stock includes 0.3% directly held by a subsidiary of NL.  Harold C. Simmons is the chairman of the board of TIMET.  Harold C. Simmons disclaims beneficial ownership of all shares of TIMET common stock that he does not own directly.  Annette C. Simmons disclaims beneficial ownership of all shares of TIMET common stock that she does not own directly.