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)
06/20/2013	 	 	 	
 	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	 	 	 	 	 	 	
Class A Common Stock $0.01 par value	06/20/2013	 	J(1)	 	5,000	A	$12.3306	5,000	I	by Contran (2)	 	 	 	
Class A Common Stock $0.01 par value	06/20/2013	 	J(1)	 	900	A	$12.4518	5,900	I	by Contran (2)	 	 	 	
Class A Common Stock $0.01 par value	 	 	 	 	 	 	 	755,104	I	by NL(3)	 	 	 	
Class A Common Stock $0.01 par value	 	 	 	 	 	 	 	361,217	D	 	 	 	 	
Class A Common Stock $0.01 par value	 	 	 	 	 	 	 	60,422	I	by Spouse (4)	 	 	 	
Class A Common Stock $0.01 par value	 	 	 	 	 	 	 	3,000	I	by Kronos (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)	

	
Explanation of Responses:	
1. Opern market purchase by Contran Corporation. 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 Contran Corporation. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship to the reporting person.	
3. 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.	
4. Directly held by the reporting person's spouse. The reporting person disclaims beneficial ownership of any shares of the issuer's common stock that his spouse holds.	
5. 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:	
Exhibit Index Exhibit 99 - Additional Information	
 	A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons	06/20/2013	
 	A. Andrew R. Louis, Secretary, for Contran Corporation	06/20/2013	
 	** 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.	

f4cix1306206hcs

Exhibit 99 Additional Information

Harold C. Simmons and the following persons or entities related to 

him are the direct holders of the following percentages of the 

outstanding shares of class A common stock (the "Class A Common Stock")

of the issuer, CompX International Inc. ("CompX"):

NL Industries, Inc. ("NL")...................................31.5%

Harold C. Simmons............................................15.1%

Annette C. Simmons............................................2.5%

Contran Corporation ("Contran")...............................0.2%

Kronos Worldwide, Inc. ("Kronos").............................0.1%

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 issuer's 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 86.8% of the combined voting power (98.4% 

for the election of directors) of all classes of voting stock of the 

issuer.

Harold C. Simmons and the following persons or entities related to 

him are the direct holders of the following percentages of the 

outstanding shares of common stock of NL:

Valhi, Inc. ("Valhi")........................................83.0%

Harold C. Simmons.............................................2.2%

Annette C. Simmons............................................0.9%

Kronos..............................................less than 0.1%

Harold C. Simmons and the following persons or entities related to 

him are the direct holders of the following percentages of the 

outstanding shares of common stock of Kronos:

Valhi........................................................50.0%

NL...........................................................30.4%

Annette C. Simmons............................................0.7%

Harold C. Simmons.............................................0.7%

Contran.............................................less than 0.1%

Harold C. Simmons and the following persons or entities related to 

him are the direct holders of the following percentages of the 

outstanding shares of common stock of Valhi:

Valhi Holding Company ("VHC")................................92.6%

Harold Simmons Foundation, Inc. (the "Foundation")............0.7%

Harold C. Simmons.............................................0.5%

Contran Amended and Restated Deferred Compensation 

Trust (the "CDCT")..........................................0.3%

Annette C. Simmons............................................0.2%

Contran.......................................................0.1%

The Annette Simmons Grandchildren's Trust

(the "Grandchildren's Trust").....................less than 0.1%

Dixie Rice Agricultural Corporation, Inc. ("Dixie Rice") is the 

direct holder of 100% of the outstanding shares of common stock of VHC.  

Contran is the holder of 100% of the outstanding shares of 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.

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 Foundation is a tax-exempt foundation organized for charitable 

purposes.  Harold C.  Simmons is the chairman of the board of the 

Foundation.

NL, a subsidiary of NL and Kronos directly own 10,814,370 shares, 

3,558,600 sares and 1,724,916 shares, respectively, of Valhi common 

stock.  As already stated, Valhi directly holds 83.0% of the outstanding 

shares of NL common stock and 50.0% of the outstanding shares of Kronos 

common stock.  As a result of Valhi's direct and indirect ownership of 

NL, its subsidiary and Kronos and pursuant to Delaware law, Valhi treats 

the shares of Valhi common stock that NL, its subsidiary 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, 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 services 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 the issuer's securities directly held by certain 

of such other entities.  However, Mr. Simmons disclaims beneficial 

ownership of, and a pecuniary interest in, the securities beneficially 

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

Annette C. Simmons is the wife of Harold C. Simmons.  Mr. Simmons 

may be deemed to share indirect beneficial ownership of her shares.  Mr. 

Simmons disclaims beneficial ownership of all shares that his wife holds 

directly.  Mrs. Simmons disclaims beneficial ownership of all shares she 

does not hold directly.

Mr. and Mrs. Simmons are each a co-trustee of the Grandchildren's 

Trust, the beneficiaries of which are the grandchildren of Mrs. Simmons. 

They each have the power to vote and direct the disposition of the shares 

the trust holds.  Mr. Simmons and his wife each disclaim beneficial 

ownership of, and a pecuniary interest in, any shares that this trust 

holds.