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)
06/26/2008	 	 	 	
 	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	06/26/2008	 	P	 	100	A	$5.25	97,100	D	 	 	 	 	
Class A Common Stock $0.01 par value	06/26/2008	 	P	 	300	A	$5.26	97,400	D	 	 	 	 	
Class A Common Stock $0.01 par value	06/26/2008	 	P	 	200	A	$5.28	97,600	D	 	 	 	 	
Class A Common Stock $0.01 par value	06/26/2008	 	P	 	300	A	$5.49	97,900	D	 	 	 	 	
Class A Common Stock $0.01 par value	06/26/2008	 	P	 	2,400	A	$5.5	100,300	D	 	 	 	 	
Class A Common Stock $0.01 par value	06/27/2008	 	P	 	440	A	$5.26	100,740	D	 	 	 	 	
Class A Common Stock $0.01 par value	06/27/2008	 	P	 	900	A	$5.28	101,640	D	 	 	 	 	
Class A Common Stock $0.01 par value	06/27/2008	 	P	 	580	A	$5.3	102,220	D	 	 	 	 	
Class A Common Stock $0.01 par value	06/27/2008	 	P	 	153	A	$5.33	102,373	D	 	 	 	 	
Class A Common Stock $0.01 par value	06/27/2008	 	P	 	300	A	$5.3899	102,673	D	 	 	 	 	
Class A Common Stock $0.01 par value	06/27/2008	 	P	 	400	A	$5.34	103,073	D	 	 	 	 	
Class A Common Stock $0.01 par value	06/27/2008	 	P	 	200	A	$5.35	103,273	D	 	 	 	 	
Class A Common Stock $0.01 par value	06/27/2008	 	P	 	300	A	$5.3899	103,573	D	 	 	 	 	
Class A Common Stock $0.01 par value	06/27/2008	 	P	 	1,020	A	$5.39	104,593	D	 	 	 	 	
Class A Common Stock $0.01 par value	06/27/2008	 	P	 	700	A	$5.4	105,293	D	 	 	 	 	
Class A Common Stock $0.01 par value	06/27/2008	 	P	 	2,000	A	$5.45	107,293	D	 	 	 	 	
Class A Common Stock $0.01 par value	06/27/2008	 	P	 	500	A	$5.49	107,793	D	 	 	 	 	
Class A Common Stock $0.01 par value	06/27/2008	 	P	 	2,860	A	$5.5	110,653	D	 	 	 	 	
Class A Common Stock $0.01 par value	06/27/2008	 	P	 	50,000	A	$5.25	160,653	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%, 6.8% 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 160,653 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%, 11.8%, 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.  Harold C. Simmons is chairman of the board of TIMET.