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
758,104
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
758,104
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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)
31.4%
|
||
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
758,104
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
758,104
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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)
31.4%
|
||
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
758,104
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
758,104
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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)
31.4%
|
||
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
758,104
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
758,104
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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)
31.4%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
1
|
NAMES OF REPORTING PERSONS
Dixie Rice Agricultural Corporation, 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)
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
758,104
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
758,104
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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)
31.4%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
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
764,004
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
764,004
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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)
31.7%
|
||
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
764,004
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
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
764,004
|
||
9
|
SOLE DISPOSITIVE POWER
2,000
|
||
10
|
SHARED DISPOSITIVE POWER
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)
0.1%
|
||
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 Corporation, Inc. ("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
|
31.3%
|
Contran
|
0.2%
|
Kronos Worldwide
|
0.1%
|
Serena Simmons Connelly
|
0.1%
|
Valhi
|
82.9%
|
Kronos Worldwide
|
Less than 0.1%
|
Serena Simmons Connelly
|
Less than 0.1%
|
Valhi
|
50.0%
|
NL
|
30.4%
|
Contran
|
0.1%
|
VHC
|
92.6%
|
Serena Simmons Connelly
|
Less than 0.1%
|
Item 4. | Purpose of Transaction. |
Item 5. | Interest in Securities of the Issuer. |
Reporting Persons
|
Class A Shares Directly Held
|
Class B Shares Directly Held
|
||||||
NL
|
755,104
|
10,000,000
|
||||||
Contran
|
5,900
|
-0-
|
||||||
Kronos Worldwide
|
3,000
|
-0-
|
||||||
Serena Simmons Connelly
|
2,000
|
-0-
|
||||||
Total
|
766,004
|
10,000,000
|
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Name
|
Present Principal Occupation
|
Thomas E. Barry (1)
|
Vice president for executive affairs at Southern Methodist University and professor of marketing in the Edwin L. Cox School of Business at Southern Methodist University; and a director of Valhi.
|
Clarence B. Brown, III
|
Vice president and general counsel of Kronos Worldwide.
|
James Buch
|
Chief operating officer — global commercial of Kronos Worldwide.
|
Brian W. Christian
|
Vice president, strategic business development of Kronos Worldwide and senior vice president of Contran.
|
Benjamin R. Corona
|
President, global sales management of Kronos Worldwide.
|
Keith R. Coogan (2)
|
Private investor and director of Kronos Worldwide.
|
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.
|
Norman S. Edelcup (3)
|
Chairman of the Sunny Isles Beach Foundation, Inc.; director of CompX and Valhi; and trustee of the Baron Funds, a mutual fund group.
|
Loretta J. Feehan (4)
|
Director of CompX, Kronos Worldwide, NL and Valhi; and certified public accountant who consults on financial and tax matters.
|
L. Andrew Fleck
|
Director and vice president of Dixie Rice; and vice president-real estate of Contran.
|
Name
|
Present Principal Occupation
|
Robert D. Graham
|
Vice chairman of the board, president and chief executive officer of NL; executive vice president of Kronos Worldwide; executive vice president and chief legal officer of Contran and Valhi, and executive vice president of Dixie Rice and VHC.
|
Tim C. Hafer
|
Vice president and controller of Kronos Worldwide and NL.
|
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.
|
A. Andrew R. Louis
|
Vice president and secretary of CompX, Dixie Rice, Kronos Worldwide, NL, Valhi and VHC; and secretary of Contran.
|
Kelly D. Luttmer
|
Executive vice president and chief tax officer of Valhi and Contran; and executive vice president and global tax director of CompX, Dixie Rice, VHC, Kronos Worldwide and NL.
|
H. Joseph Maas (5)
|
President, commercial strategy of Kronos Worldwide.
|
W. Hayden McIlroy (6)
|
Private investor primarily in real estate; and a director of Valhi.
|
Cecil H. Moore, Jr. (7)
|
Private investor; and a director of NL and Kronos Worldwide.
|
Andrew B. Nace
|
Senior vice president and general counsel of Contran and Valhi; and vice president of CompX, Kronos Worldwide and NL.
|
Bobby D. O'Brien
|
Vice chairman of the board, president and chief executive officer of Kronos Worldwide; executive vice president and director of CompX; executive vice president of NL; director, president and chief financial officer of Valhi, Dixie Rice and VHC; and president and chief financial officer of Contran.
|
Courtney J. Riley
|
Vice president, environmental affairs of Kronos Worldwide, NL, Valhi and Contran.
|
Name
|
Present Principal Occupation
|
Klemens T. Schlüter (8)
|
Chief operating officer — global operations of Kronos Worldwide.
|
Lisa K. Simmons
|
Co-chair of the Contran Board.
|
Thomas P. Stafford (9)
|
Director of NL and Kronos Worldwide; chairman of the NASA Advisory Council Task Force on the International Space Station Program.
|
John A. St. Wrba
|
Vice president and treasurer of CompX, Contran, Dixie Rice, Kronos Worldwide, NL, Valhi and VHC.
|
John A. Sunny
|
Vice president and chief information officer of Contran and Kronos Worldwide.
|
Gregory M. Swalwell
|
Executive vice president of CompX, executive vice president, controller and chief accounting officer of Contran and Valhi; executive vice president and controller of Dixie Rice and VHC; and executive vice president and chief financial officer of Kronos Worldwide and NL.
|
R. Gerald Turner (1)
|
President of Southern Methodist University; and a director of Kronos Worldwide.
|
Steven L. Watson
|
Chairman of the board of CompX, Kronos Worldwide and NL; chairman of the board and chief executive officer of Valhi, Dixie Rice and VHC; and vice chair of the board and chief executive officer of Contran.
|
C. Kern Wildenthal (10)
|
President of the Children's Medical Center Foundation and executive vice president of Children's Medical Center of Dallas; and a director of Kronos Worldwide.
|
Terry N. Worrell (11)
|
Director of NL; and a private investor with Worrell Investments, Inc., a real estate investment company.
|
(1) | The principal business address for Drs. Barry and Turner is Southern Methodist University, Perkins Administration Bldg. #224, Dallas, Texas 75275. |
(2) | The principal address for Mr. Coogan is 5900 Newgate Lane, Plano, Texas 75093. |
(3) | The principal business address for Mr. Edelcup is 17395 North Bay Road, Suite 103, Sunny Isles Beach, Florida 33160. |
(4) | The principal business address for Ms. Feehan is 164 Jackson Street, Denver, Colorado 80206. |
(5) | The principal business address for Mr. Maas is 5 Cedar Brook Drive, Cranbury, New Jersey 08512. |
(6) | The principal business address for Mr. McIlroy is 25 Highland Park Village, Suite 100-341, Dallas, Texas 75225. |
(7) | The address for Mr. Moore is 4444 Beverly Drive, Dallas, Texas 75205. |
(8) | The principal business address for Mr. Schlüter is Pechstraße 5, Leverkusen, NRW 51373, GERMANY. |
(9) | The principal business address for Gen. Stafford (ret.) is Stafford Technology Inc., Suite 102, 4200 Perimeter Center, Oklahoma City, Oklahoma 73112. |
(10) | The address for Dr. Wildenthal is 2777 Stemmons Expressway, Suite 700 Dallas TX 75207. |
(11) | The address for Mr. Worrell is 6909 Vassar, Dallas, Texas 75205. |
Name
|
Class A Shares Held
|
||
Thomas E. Barry
|
-0-
|
||
Clarence B. Brown, III
|
-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-
|
||
Norman S. Edelcup
|
13,000
|
||
Loretta J. Feehan
|
2,000
|
||
L. Andrew Fleck
|
-0-
|
||
Robert D. Graham
|
-0-
|
||
Tim C. Hafer
|
-0-
|
||
Janet G. Keckeisen
|
-0-
|
||
Patricia A. Kropp
|
-0-
|
||
A. Andrew R. Louis
|
-0-
|
||
Kelly D. Luttmer
|
200
|
||
H. Joseph Maas
|
-0-
|
||
W. Hayden McIlroy
|
-0-
|
||
Cecil H. Moore, Jr.
|
-0-
|
Name
|
Class A Shares Held
|
|||
Andrew B. Nace
|
-0-
|
|||
Bobby D. O'Brien
|
2,300
|
|||
Courtney J. Riley
|
-0-
|
|||
Klemens T. Schlüter
|
-0-
|
|||
Lisa K. Simmons
|
-0-
|
(2)
|
||
Thomas P. Stafford
|
-0-
|
|||
John A. St. Wrba
|
-0-
|
|||
John A. Sunny
|
-0-
|
|||
Gregory M. Swalwell
|
-0-
|
|||
R. Gerald Turner.
|
-0-
|
|||
Steven L. Watson
|
17,000
|
|||
C. Kern Wildenthal
|
-0-
|
|||
Terry N. Worrell
|
-0-
|
(1)
|
Does not include other 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 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.
|