1
|
NAMES OF REPORTING PERSONS
NL Industries, Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC and OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
10,758,104
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
10,758,104
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,758,104
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
86.6%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
1
|
NAMES OF REPORTING PERSONS
Kronos Worldwide, Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC and OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
10,758,104
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
10,758,104
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,758,104
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
86.6%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
1
|
NAMES OF REPORTING PERSONS
Valhi, Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC and OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
10,758,104
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
10,758,104
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,758,104
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
86.6%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
1
|
NAMES OF REPORTING PERSONS
Valhi Holding Company
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
10,758,104
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
10,758,104
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,758,104
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
86.6%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
1
|
NAMES OF REPORTING PERSONS
Dixie Rice Agricultural L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
10,758,104
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
10,758,104
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,758,104
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
86.6%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
1
|
NAMES OF REPORTING PERSONS
Contran Corporation
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC and OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
10,764,004
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
10,764,004
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,764,004
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
86.6%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
1
|
NAMES OF REPORTING PERSONS
Lisa K. Simmons
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
10,764,004
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
10,764,004
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ý
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
1
|
NAMES OF REPORTING PERSONS
Serena Simmons Connelly
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
2,000
|
|
8
|
SHARED VOTING POWER
10,764,004
|
||
9
|
SOLE DISPOSITIVE POWER
2,000
|
||
10
|
SHARED DISPOSITIVE POWER
10,764,004
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ý
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
Item 2. |
Identity and Background.
|
·
|
NL Industries, Inc. ("NL") as a direct holder of Class A Shares;
|
·
|
Kronos Worldwide, Inc. ("Kronos Worldwide"), Valhi, Inc. ("Valhi"), Valhi Holding Company ("VHC"), Dixie Rice Agricultural L.L.C. ("Dixie Rice"), Contran Corporation ("Contran") by virtue of their direct or indirect ownership of NL;
|
·
|
Lisa K. Simmons by virtue of her being a co-trustee of the Family Trust (as defined and described below) and her position as co-chair of the Contran board of directors (the "Contran Board"); and
|
·
|
Serena Simmons Connelly by virtue of being co-trustee of the Family Trust and her position as co-chair of the Contran Board.
|
NL
|
86.6%
|
Contran
|
Less than 1%
|
Kronos Worldwide
|
Less than 1%
|
Serena Simmons Connelly
|
Less than 1%
|
Valhi
|
82.9%
|
Kronos Worldwide
|
Less than 1%
|
Serena Simmons Connelly
|
Less than 1%
|
Valhi
|
50.0%
|
NLKW Holding LLC ("NLKW")
|
30.4%
|
Contran
|
Less than 1%
|
Serena Simmons Connelly
|
Less than 1%
|
VHC
|
91.5%
|
Serena Simmons Connelly
|
Less than 1%
|
Item 3. |
Source and Amount of Funds or Other Consideration.
|
Item 4. |
Purpose of Transaction.
|
Item 5. |
Interest in Securities of the Issuer.
|
Reporting Persons
|
Class A Shares Directly Held
|
|||
NL
|
10,755,104
|
|||
Contran
|
5,900
|
|||
Kronos Worldwide
|
3,000
|
|||
Serena Simmons Connelly
|
2,000
|
|||
Total
|
10,766,004
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Entity
|
Officer positions
|
Contran Corporation
|
President and Chief Executive Officer
|
Dixie Rice Agricultural L.L.C.
|
President and Chief Executive Officer
|
Valhi Holding Company
|
Chairman of the Board, President and Chief Executive Officer
|
Valhi, Inc.
|
Vice Chairman of the Board, President and Chief Executive Officer
|
Kronos Worldwide, Inc.
|
Vice Chairman of the Board, President and Chief Executive Officer
|
NL Industries, Inc.
|
Vice Chairman of the Board and Chief Executive Officer
|
Name
|
Present Principal Occupation
|
Thomas E. Barry
|
Professor of marketing, emeritus at the Edwin L. Cox School of Business at Southern Methodist University; and a director of CompX and Valhi
|
James W. Brown
|
Vice president, chief financial officer and controller of CompX; and vice president, business planning and strategic initiatives of Valhi
|
Clarence B. Brown, III
|
Vice president, general counsel and secretary of Kronos Worldwide; and vice president and secretary of NL
|
James Buch
|
Chief operating officer of Kronos Worldwide
|
Brian W. Christian
|
Executive vice president of Kronos Worldwide; and senior vice president of Contran
|
Benjamin R. Corona
|
President, global sales management of Kronos Worldwide
|
Keith R. Coogan
|
Private investor; and director of Kronos Worldwide and NL
|
Serena S. Connelly
|
Director and co-chair of Contran
|
Steven S. Eaton
|
Vice president and director of internal control over financial reporting of CompX, Kronos Worldwide, NL and Valhi
|
Loretta J. Feehan
|
Chair of the board (non-executive) of CompX, Kronos Worldwide, NL and Valhi; and certified public accountant who consults on financial and tax matters
|
Name
|
Present Principal Occupation
|
Robert D. Graham
|
Vice chairman of the board of CompX; vice chairman of the board and chief executive officer of NL; vice chairman of the board, president and chief executive officer of Kronos Worldwide and Valhi; chairman of the board, president and chief executive officer of VHC and Dixie Rice; and director, president and chief executive officer of Contran
|
Tim C. Hafer
|
Vice president and controller of Kronos Worldwide
|
Bryan A. Hanley
|
Vice president and treasurer of CompX, NL, Kronos Worldwide, Valhi and Contran
|
John E. Harper
|
Private investor; and a director of NL and Kronos Worldwide
|
Terri L. Herrington
|
Private investor; and a director of CompX and Valhi
|
Janet G. Keckeisen
|
Vice president, corporate strategy and investor relations of Kronos Worldwide and Valhi
|
Patricia A. Kropp
|
Vice president, director of global human resources of Kronos Worldwide; and vice president, human resources of Contran
|
Kelly D. Luttmer
|
Executive vice president and chief tax officer of CompX, NL, Kronos Worldwide, Valhi, Dixie Rice and Contran; and director, executive vice president and chief tax officer of VHC
|
Meredith W. Mendes
|
Executive director and chief operating officer of Jenner & Block LLP; and a director of NL and Kronos Worldwide
|
W. Hayden McIlroy (1)
|
Private investor primarily in real estate; and a director of Valhi
|
Cecil H. Moore, Jr.
|
Private investor; and a director of NL, Kronos Worldwide and CompX
|
Name
|
Present Principal Occupation
|
Andrew B. Nace
|
Executive vice president of CompX, NL and KronosWorldwide; executive vice president, general counsel and secretary of Valhi, Dixie Rice and Contran; and director, executive vice president, general counsel and secretary of VHC
|
John R. Powers, III
|
Vice president and general counsel of NL
|
Courtney J. Riley
|
President of NL; vice president, environmental affairs of Kronos Worldwide; and executive vice president, environmental affairs of Valhi
|
Amy Allbach Samford
|
Vice president and controller of NL, Valhi and Contran
|
Lisa K. Simmons
|
Co-chair of the Contran Board
|
Thomas P. Stafford
|
Director of NL and Kronos Worldwide; chairman of the NASA Advisory Council Task Force on the International Space Station Program
|
John A. Sunny
|
Vice president and chief information officer of Kronos Worldwide; and vice president, information technology of Valhi and Contran
|
Gregory M. Swalwell
|
Executive vice president of CompX; executive vice president and chief financial officer of NL and Kronos Worldwide; executive vice president, chief financial officer and chief accounting officer of Valhi, Dixie Rice and Contran; director, executive vice president, chief financial officer and chief accounting officer of VHC
|
Mary A. Tidlund (2)
|
Private investor; and a director of CompX and Valhi
|
R. Gerald Turner (3)
|
President of Southern Methodist University; and a director of Kronos Worldwide
|
(1) |
The principal business address for Mr. McIlroy is 25 Highland Park Village, Suite 100-341, Dallas, Texas 75205.
|
(2) |
Ms. Tidlund is a citizen of Canada.
|
(3) |
The principal business address for Dr. Turner is Southern Methodist University, Perkins Administration Bldg. #225, 6425 Boaz Lane, Dallas, Texas 75275.
|
Name
|
Class A Shares Held
|
|
Thomas E. Barry
|
3,350
|
|
Clarence B. Brown, III
|
-0-
|
|
James W. Brown
|
-0-
|
|
James Buch
|
-0-
|
|
Brian W. Christian
|
-0-
|
|
Benjamin R. Corona
|
-0-
|
|
Keith R. Coogan
|
-0-
|
|
Serena S. Connelly
|
2,000
|
(1)
|
Steven S. Eaton
|
-0-
|
|
Loretta J. Feehan
|
5,350
|
|
Robert D. Graham
|
1,000
|
|
Tim C. Hafer
|
-0-
|
|
Bryan A. Hanley
|
-0-
|
|
John E. Harper
|
-0-
|
|
Terri L. Herrington
|
1,350
|
|
Janet G. Keckeisen
|
-0-
|
|
Patricia A. Kropp
|
-0-
|
|
Kelly D. Luttmer
|
200
|
|
Meredith W. Mendes
|
-0-
|
|
W. Hayden McIlroy
|
-0-
|
Name
|
Class A Shares Held
|
|
Cecil H. Moore, Jr.
|
3,350
|
|
Andrew B. Nace
|
-0-
|
|
John R. Powers, III
|
-0-
|
|
Courtney J. Riley
|
-0-
|
|
Amy Allbach Samford
|
-0-
|
|
Lisa K. Simmons
|
-0-
|
(2)
|
Thomas P. Stafford
|
-0-
|
|
John A. Sunny
|
-0-
|
|
Gregory M. Swalwell
|
-0-
|
|
Mary A. Tidlund
|
3,350
|
|
R. Gerald Turner.
|
-0-
|
(1)
|
Does not include other Class A Shares of which Ms. Connelly may be deemed to possess indirect beneficial ownership as described in Items 2 and 5(a) of this Statement. Except for the 2,000 Class A Shares that she holds directly, Ms. Connelly disclaims beneficial ownership of all Shares.
|
(2)
|
Does not include Class A Shares of which Ms. Simmons may be deemed to possess indirect beneficial ownership as described in Items 2 and 5(a) of this Statement. Ms. Simmons disclaims beneficial ownership of all Shares.
|