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
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)
06/24/2008	 	 	 	
 	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	06/24/2008	 	P	 	1,000	A	$4.46	77,000	D	 	 	 	 	
Class A Common Stock $0.01 par value	06/24/2008	 	P	 	1,000	A	$4.47	78,000	D	 	 	 	 	
Class A Common Stock $0.01 par value	06/24/2008	 	P	 	100	A	$4.5299	78,100	D	 	 	 	 	
Class A Common Stock $0.01 par value	06/24/2008	 	P	 	900	A	$4.53	79,000	D	 	 	 	 	
Class A Common Stock $0.01 par value	06/24/2008	 	P	 	600	A	$4.54	79,600	D	 	 	 	 	
Class A Common Stock $0.01 par value	06/24/2008	 	P	 	1,500	A	$4.55	81,100	D	 	 	 	 	
Class A Common Stock $0.01 par value	06/24/2008	 	P	 	200	A	$4.57	81,300	D	 	 	 	 	
Class A Common Stock $0.01 par value	06/24/2008	 	P	 	200	A	$4.58	81,500	D	 	 	 	 	
Class A Common Stock $0.01 par value	06/24/2008	 	P	 	1,000	A	$4.75	82,500	D	 	 	 	 	
Class A Common Stock $0.01 par value	06/24/2008	 	P	 	650	A	$4.99	83,150	D	 	 	 	 	
Class A Common Stock $0.01 par value	06/24/2008	 	P	 	100	A	$5	83,250	D	 	 	 	 	
Class A Common Stock $0.01 par value	06/24/2008	 	P	 	200	A	$5.005	83,450	D	 	 	 	 	
Class A Common Stock $0.01 par value	06/24/2008	 	P	 	400	A	$5.01	83,850	D	 	 	 	 	
Class A Common Stock $0.01 par value	06/24/2008	 	P	 	1,550	A	$5.02	85,400	D	 	 	 	 	
Class A Common Stock $0.01 par value	06/24/2008	 	P	 	400	A	$5.025	85,800	D	 	 	 	 	
Class A Common Stock $0.01 par value	06/24/2008	 	P	 	350	A	$5.03	86,150	D	 	 	 	 	
Class A Common Stock $0.01 par value	06/24/2008	 	P	 	1,500	A	$5.04	87,650	D	 	 	 	 	
Class A Common Stock $0.01 par value	06/24/2008	 	P	 	100	A	$5.05	87,750	D	 	 	 	 	
Class A Common Stock $0.01 par value	06/24/2008	 	P	 	550	A	$5.06	88,300	D	 	 	 	 	
Class A Common Stock $0.01 par value	06/24/2008	 	P	 	500	A	$5.07	88,800	D	 	 	 	 	
Class A Common Stock $0.01 par value	06/24/2008	 	P	 	700	A	$5.08	89,500	D	 	 	 	 	
Class A Common Stock $0.01 par value	06/24/2008	 	P	 	200	A	$5.09	89,700	D	 	 	 	 	
Class A Common Stock $0.01 par value	 	 	 	 	 	 	 	755,004	I	by NL(1)	 	 	 	
Class A Common Stock $0.01 par value	 	 	 	 	 	 	 	20,000	I	by Spouse (2)	 	 	 	
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. 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, Attorney-in-fact, for Harold C. Simmons	06/26/2008	
 	** 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.	

Additional Information

Exhibit 99 - Additional Information

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

spouse, Annette C. Simmons, are the direct holders of 

32.0%, 3.8% and 0.8% 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 all of the Class B 

Common Stock, NL currently holds approximately 87.0% of the 

combined voting power (98.4% for the election of directors) 

of all classes of voting stock of the issuer.

Valhi, Inc. ("Valhi") and TIMET Finance Management Company

("TFMC") are the direct holders of 83.1% and 0.5%, respectively,

of the outstanding common stock of NL.  Valhi Holding Company 

("VHC"), the Harold Simmons Foundation, Inc. (the 

"Foundation"), TFMC and The Combined Master Retirement Trust

(the "CMRT") are the direct holders of 92.5%, 0.9%, 0.9% and 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.

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 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 3,522,967 shares and 

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

already discussed, Valhi is the direct holder of 

approximately 83.1% of the outstanding common stock of NL.  

Pursuant to Delaware law, Valhi treats the shares of Valhi 

common stock that NL and the subsidiary of NL 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 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.

Harold C.  Simmons' spouse is the direct owner of 20,000 

shares of Class A Common Stock, 269,775 shares of NL common 

stock and 43,400 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 89,700 shares 

of Class A Common Stock, 880,600 shares of NL common stock 

and 3,383 shares of Valhi common stock.

The Annette Simmons Grandchildren's Trust (the 

"Grandchildren's Trust"), of which Harold C. Simmons and 

his spouse are trustees and the beneficiaries are the 

grandchildren of his spouse, is the direct holder of 36,500 

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 common

stock of NL and 0.9% of the outstanding common stock of Valhi.

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

100% of the outstanding common stock of TFMC.  VHC,

Annette C. Simmons, the CMRT, Harold C. Simmons, NL, Valhi,

the Foundation and the Grandchildren's Trust are the holders of

approximately 26.9%, 11.7%, 8.5%, 4.0%, 0.8%, 0.5%, 0.2% and

less than 0.1%, respectively, of the outstanding shares of TIMET

common stock. The percentage ownership of TIMET common stock

owned by NL includes 0.3% of the outstanding shares of TIMET

common stock that is owned by a subsidiary of NL.