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:	
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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)
 	
Director	
X	
10% Owner	

 	
Officer (give title below)	
 	
Other (specify below)	

 	

 	 	
 	3. Date of Earliest Transaction (Month/Day/Year)
01/21/2011	 	 	 	
 	4. If Amendment, Date of Original Filed (Month/Day/Year)
	6. Individual or Joint/Group Filing (Check Applicable Line)
X	
Form filed by One Reporting Person	

 	
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	01/21/2011	 	P	 	1,300	A	$12.1	346,710	D	 	 	 	 	
Class A Common Stock $0.01 par value	01/21/2011	 	P	 	204	A	$12.09	346,914	D	 	 	 	 	
Class A Common Stock $0.01 par value	01/21/2011	 	P	 	200	A	$12.11	347,114	D	 	 	 	 	
Class A Common Stock $0.01 par value	01/21/2011	 	P	 	196	A	$12.15	347,310	D	 	 	 	 	
Class A Common Stock $0.01 par value	01/21/2011	 	P	 	566	A	$12.5	347,876	D	 	 	 	 	
Class A Common Stock $0.01 par value	01/21/2011	 	P	 	100	A	$12.51	347,976	D	 	 	 	 	
Class A Common Stock $0.01 par value	01/21/2011	 	P	 	338	A	$12.52	348,314	D	 	 	 	 	
Class A Common Stock $0.01 par value	01/21/2011	 	P	 	200	A	$12.53	348,514	D	 	 	 	 	
Class A Common Stock $0.01 par value	01/21/2011	 	P	 	100	A	$12.54	348,614	D	 	 	 	 	
Class A Common Stock $0.01 par value	01/21/2011	 	P	 	100	A	$12.55	348,714	D	 	 	 	 	
Class A Common Stock $0.01 par value	01/21/2011	 	P	 	616	A	$12.7	349,330	D	 	 	 	 	
Class A Common Stock $0.01 par value	 	 	 	 	 	 	 	755,104	I	by NL(1)	 	 	 	
Class A Common Stock $0.01 par value	 	 	 	 	 	 	 	26,400	I	by Spouse (2)	 	 	 	
Class A Common Stock $0.01 par value	 	 	 	 	 	 	 	3,000	I	by Kronos (3)	 	 	 	
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	 	 	 	 	 	 	 	 	
Explanation of Responses:	
1. Directly held by NL Industries, Inc. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship to the reporting person.	
2. Directly held by the reporting person's spouse. The reporting person disclaims beneficial ownership of any shares of the issuer's Class A common stock that his spouse holds.	
3. Directly held by Kronos Worldwide, Inc. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship to the reporting person.	
Remarks:	
 	
 	A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons	01/21/2011	
 	** 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.	

f4cix110121hcs.txt

Exhibit 99 - Additional Information

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

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

14.7%, 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 its 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"), Kronos, The Annette Simmons 

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

("Contran") are the direct holders of 92.4%, 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, a subsidiary of NL and Kronos directly own 3,604,790 shares, 

1,186,200 shares and 184,773 shares, respectively, of Valhi common stock.  As 

already discussed, Valhi is the direct holder of approximately 83.0% of the 

outstanding common stock of NL and 50% of the outstanding common stock of 

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

that NL, the subsidiary of NL 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.

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 349,330 shares of Class A 

Common Stock, 258,720 shares of Kronos common stock, 1,009,145 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 0.1% of the outstanding shares of common stock 

of Kronos, 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%, 1.6% 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.