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 Annette 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)
08/27/2014	 	 	 	
 	4. If Amendment, Date of Original Filed (Month/Day/Year)
08/29/2014	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 per share	08/27/2014	 	S	 	370,050	D	$10.47	0	D	 	 	 	 	
Class A Common Stock, $0.01 par value per share	 	 	 	 	 	 	 	755,104	I	By NL (1)	 	 	 	
Class A Common Stock, $0.01 par value per share	 	 	 	 	 	 	 	5,900	I	By Contran (2)	 	 	 	
Class A Common Stock, $0.01 par value per share	 	 	 	 	 	 	 	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 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 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:	
This amendment corrects the amount of shares the issuer's class A common stock owned by Contran Corporation and Kronos Worldwide, Inc. Exhibit Index: Exhibit 99 Additional Information	
 	A. Andrew R. Louis, Attorney -in-fact for Annette C. Simmons	09/05/2014	
 	** 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.	

F4acix140905acs 

Exhibit 99

Additional Information

The following is a description of the relationships between the 

Reporting Person and certain related entities or persons that may be 

deemed to beneficially own shares of class A common stock, par value 

$0.01 per share ("Class A Shares"), and class B common stock, par value 

$0.01 per share (the "Class B Shares" and collectively with the Class A 

Shares shall be referred to as the "Shares") of the issuer, CompX 

International Inc. ("CompX").

Substantially all of the outstanding voting stock of Contran 

Corporation ("Contran") is held by trusts established for the benefit of 

Lisa K. Simmons and Serena Simmons Connelly, daughters of Harold C. 

Simmons, and their children (the "Family Trusts"), for which Ms. Lisa 

Simmons and Ms. Connelly are co-trustees, or is held directly by Ms. Lisa 

Simmons and Ms. Connelly or persons or entities related to them, 

including their step-mother Annette C. Simmons, the widow of Harold C. 

Simmons.  Ms. Annette C. Simmons, Ms. Lisa Simmons and Ms. Connelly also 

serve as members of the board of directors of Contran (the "Contran 

Board").  Prior to his death on December 28, 2013, Mr. Simmons served as 

sole trustee of the Family Trusts.  As co-trustees of each of the Family 

Trusts, Ms. Lisa Simmons and Ms. Connelly have the shared power to vote 

and direct the disposition of the shares of Contran stock held by 

each of the Family Trusts, and Ms. Lisa Simmons and Ms. Connelly each 

have the power to vote and direct the disposition of shares of Contran 

stock they hold directly or which is held by other entities related to 

them.

Under a voting agreement (the "Voting Agreement") entered into 

effective February 3, 2014 by the voting stockholders of Contran, the 

size of the Contran Board was initially fixed at five (5) members; Ms. 

Lisa Simmons, Ms. Connelly and Ms. Annette Simmons (and, in the event of 

their death, their heirs) each have the right to designate one of the 

five members of the Contran Board; and the remaining two members of the 

Contran Board must consist of Contran management.  The Voting Agreement 

terminates in February 2017 (unless Ms. Lisa Simmons, Ms. Connelly and 

Ms. Annette Simmons otherwise mutually agree), and the ability of Ms. 

Lisa Simmons, Ms. Connelly, and Ms. Annette Simmons to each designate one 

member of the Contran Board is dependent upon each of their continued 

beneficial ownership of at least 5% of the combined voting stock of 

Contran.  In accordance with such Voting Agreement, each of Ms. Lisa 

Simmons, Ms. Connelly and Ms. Annette Simmons have been designated as 

members of the Contran Board as of February 3, 2014, along with two 

members of Contran management. 

Annette C. Simmons is the sole trustee of a trust of which the 

beneficiaries are her grandchildren (the "Grandchildren's Trust"), and 

she has the power to vote and direct the disposition of the shares the 

trust holds. She disclaims beneficial ownership of any shares that this 

trust holds.

A trust for which Ms. Annette Simmons is one of the co-trustees is 

the holder of 100% of the outstanding shares of non-voting preferred 

stock issued by Valhi Holding Company ("VHC").

Contran is the holder of 100% of the outstanding common stock of 

Dixie Rice Agricultural Corporation, Inc. ("Dixie Rice") and may be 

deemed to control Dixie Rice.  Dixie Rice is the direct holder of 100% of 

the outstanding common stock of VHC and may be deemed to control VHC.

Lisa K. Simmons, Serena Simmons Connelly and Annette C. Simmons are 

related to the following persons or entities that directly hold the 

following percentages of the outstanding Class A Shares:

NL Industries, Inc. ("NL")........................................31.4%

Contran............................................................0.2%

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

Serena Simmons Connelly........................................... 0.1%

NL also directly holds 100%, or 10,000,000 shares, of the Class B Shares.  

The relative rights of the Shares are described in Exhibit 3.1 to 

Amendment No. 1 to CompX's Registration Statement on Form S-1 filed with 

the U.S. Securities and Exchange Commission (the "SEC") on February 4, 

1998 (Reg. No. 333-42643), which is incorporated herein by reference.  As 

a result of its ownership of 31.4% of the Class A Shares and 100% of the 

Class B Shares, NL directly holds approximately 86.7% of the combined 

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

directors) of all classes of voting stock of CompX.  NL may be deemed to 

control CompX.

Lisa K. Simmons, Serena Simmons Connelly and Annette C. Simmons are 

related to the following persons or entities that directly hold the 

following percentages of the outstanding shares of NL common stock:

Valhi............................................................83.0%

Annette C. Simmons................................................2.0%

Annette C. Simmons as the independent executor

of the estate of Harold C. Simmons and the

designated legatee of his shares of NL common stock...............1.0%

Kronos Wordldwide.......................................Less than 0.1%

Serena Simmons Connelly.................................Less than 0.1%

Together, Valhi and Kronos Worldwide may be deemed to control NL.

Lisa K. Simmons, Serena Simmons Connelly and Annette C. Simmons are 

related to the following persons or entities that directly hold the 

following percentages of the outstanding shares of Kronos Worldwide 

common stock:

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

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

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

Annette C. Simmons as the independent executor

of the estate of Harold C. Simmons and the

designated legatee of his shares of 

Kronos Worldwide common stock......................................0.5%

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

Together, Valhi, NL and Contran may be deemed to control Kronos 

Worldwide.

Lisa K. Simmons, Serena Simmons Connelly and Annette C. Simmons are 

related to the following persons or entities that directly hold the 

following percentages of the outstanding shares of Valhi common stock:

VHC...............................................................93.5%

Annette C. Simmons.................................................0.6%

Annette C. Simmons as the independent executor

of the estate of Harold C. Simmons and the

designated legatee of his shares of Valhi common stock.............0.2%

The Grandchildren's Trust................................Less than 0.1%

Serena Simmons Connelly..................................Less than 0.1% 

VHC may be deemed to control Valhi.  Contran may be deemed to control 

VHC, by virtue of its ownership of Dixie Rice shares.

NL (including a wholly owned subsidiary of NL) and Kronos Worldwide 

own 14,372,970 shares and 1,724,916 shares, respectively, of Valhi common 

stock. As already stated, Valhi is the direct holder of approximately 

83.0% of the outstanding shares of common stock of NL and 50.05% of the 

outstanding shares of common stock of  Kronos Worldwide.  As a result of 

Valhi's direct and indirect ownership of NL and Kronos Worldwide and 

pursuant to Delaware law and Section 13(d)(4) of the Securities Exchange 

Act of 1934, as amended, Valhi treats the shares of Valhi common stock 

that NL and Kronos Worldwide own as treasury stock for voting purposes.  

For the purposes of this statement, such shares of Valhi common stock 

that NL and Kronos Worldwide hold are not deemed outstanding.

By virtue of the stock ownership of each of Kronos Worldwide, NL, 

Valhi, VHC, Dixie Rice and Contran, the role of Ms. Lisa Simmons and Ms. 

Connelly as co-trustees of the Family Trusts, Ms. Lisa Simmons and Ms. 

Connelly being beneficiaries of the Family Trusts, the direct holdings of 

Contran voting stock by each of Ms. Lisa Simmons, Ms. Connelly and Ms. 

Annette Simmons and entities related to them, the position as a member of 

the Contran Board by each of Ms. Lisa Simmons, Ms. Connelly and Ms. 

Annette Simmons, and the rights of each of Ms. Lisa Simmons, Ms. Connelly 

and Ms. Annette Simmons under the Voting Agreement, in each case as 

described above, (a) Ms. Lisa Simmons and Ms.Connelly may be deemed to 

control each of the Family Trusts, (b) Ms. Lisa Simmons, Ms. Connelly and 

Ms. Annette Simmons may be deemed to control each of Contran, Dixie Rice, 

VHC, Valhi, NL, Kronos Worldwide and CompX and (c) Ms. Lisa Simmons, Ms. 

Connelly, Ms. Annette Simmons, Contran, Dixie Rice, VHC, Valhi, NL and 

Kronos Worldwide may be deemed to possess indirect beneficial ownership 

of, and a pecuniary interest in, shares of common stock directly held by 

such entities, including any Shares.  However, Ms. Lisa Simmons, Ms. 

Connelly and Ms. Annette Simmons each disclaims beneficial ownership of, 

and such pecuniary interest in, such shares beneficially owned, directly 

or indirectly, by any of such entities, except to the extent of their 

direct beneficial ownership in shares of such entities.

Each of Annette C. Simmons and Lisa K. Simmons disclaims beneficial 

ownership of all Shares, except to the extent of her pecuniary interest 

therein.  Except for the 2,000 Class A Shares she holds directly, Serena 

Simmons Connelly disclaims beneficial ownership of all Shares, except to the extent of her pecuniary interest therein.