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
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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
NL INDUSTRIES INC [ NL ]
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 and CEO
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
Common stock $0.125 par value 12/14/2010 J(1) 39 A $11.2899 39 I by Kronos(2)
Common stock $0.125 par value 12/14/2010 J(1) 961 A $11.29 1,000 I by Kronos(2)
Common stock $0.125 par value 12/14/2010 J(1) 1,000 A $11.3 2,000 I by Kronos(2)
Common stock $0.125 par value 40,387,531 I by Valhi(3)
Common stock $0.125 par value 222,100 I by TFMC(4)
Common stock $0.125 par value 1,007,145 D
Common stock $0.125 par value 292,225 I by Spouse(5)
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*
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*
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)
Explanation of Responses:
1. Opern market purchase by Kronos Worldwide, 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.
2. Directly held by Kronos Worldwide, 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.
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 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.
5. Directly held by the reporting person's spouse. Mr. Simmons disclaims beneficial ownership of any shares of the issuer's common stock that his spouse holds.
Remarks:
Exhibit Index Exhibit 99 - Additional Information
A. Andrew R. Louis, Secretary, for Contran Corporation 12/16/2010
A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons 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, Secretary, for Kronos Worldwide, Inc. 12/16/2010
A. Andrew R. Louis, Assistant Secretary, for Titanium Metals Corporation 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.
f4nl101214kro.txt



Exhibit 99 Additional Information





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

Management Company ("TFMC") and Kronos Worldwide, Inc. ("Kronos") are the direct

holders of approximately 83.0%, 2.1%, 0.6%, 0.5% and less than 0.1%,respectively,

of the outstanding shares of common stock of the issuer, NL Industries, Inc.

("NL").  Titanium Metals Corporation ("TIMET") is the sole stockholder of TFMC.



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

Corporation ("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 shares of

common stock of Kronos.



     Valhi Holding Company ("VHC"), Annette C. Simmons, The Combined Master

Retirement Trust (the "CMRT"), Harold C. Simmons, Kronos, NL, Valhi, Contran,

the Harold Simmons Foundation, Inc. (the "Foundation") and The Annette Simmons

Grandchildren's Trust (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.



     VHC, TFMC, the Foundation, the Contran Amended and Restated Deferred

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

CMRT, the Grandchildren's Trust and 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% the outstanding

common stock of VHC. 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,

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

the Trusts hold.



     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 and chief executive officer of

the Foundation and may be deemed to control the Foundation.



     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 to permit 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.  He disclaims beneficial ownership of any

shares held by the CMRT, except to the extent of his individual vested

beneficial interest, if any, in the assets held by the CMRT.



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

the common stock of Valhi.  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 the issuer'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.



     Harold C. Simmons is the chairman of the board and chief executive

officer of NL and the chairman of the board of each of Kronos, TIMET, Valhi,

VHC, Dixie Rice, Southwest 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 shares of

NL common stock that Valhi, Kronos and TFMC hold directly. However, Mr. Simmons

disclaims beneficial ownership of the shares of NL common stock beneficially

owned, directly or indirectly, by any of such entities.



     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

83.0% of the outstanding shares of NL common stock and 50% 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 directly as

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

not deemed outstanding.



     Annette C. Simmons, Harold C. Simmons' spouse, is the direct owner of

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

21,825,875 shares of TIMET 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 spouse holds directly.



     Mr. Harold C. Simmons is the direct owner of 258,720 share of Kronos common

stock, 1,007,145 shares of NL common stock, 5,628,787 shares of TIMET common

stock and 343,183 shares of Valhi common stock.



     The Grandchildren's Trust of which Harold C. Simmons and his spouse are co-

trustees and the beneficiaries are the grandchildren of his spouse, is the

direct holder of 15,432 shares 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 the trust holds. Mr. Simmons disclaims

beneficial ownership of any shares that this trust holds.