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 *
CONTRAN CORP	

(Last)	
(First)	
(Middle)	

5430 LBJ FRWY	

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)
10/26/2007	 	 	 	
 	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, par value $0.01 per share	10/26/2007	 	J(1)	 	483,600	D	(1)	0	I	By TFMC (2)	 	 	 	
Class A common stock, par value $0.01 per share	10/26/2007	 	J(3)	 	2,586,820	D	(3)	0	I	By CGI (4)	 	 	 	
Class B common stock, par value $0.01 per share	10/26/2007	 	J(3)	 	10,000,000	D	(3)	0	I	By CGI (4)	 	 	 	
Class A common stock, par value $0.01 per share	10/26/2007	 	J(3)	 	374,000	A	(3)	755,004	I	By NL (5)	 	 	 	
Class B common stock, par value $0.01 per share	10/26/2007	 	J(3)	 	10,000,000	A	(3)	10,000,000	I	By NL (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*
CONTRAN CORP	

(Last)	
(First)	
(Middle)	

5430 LBJ FRWY	

SUITE 1700	

(Street)
DALLAS	
TX	
75240	

(City)	
(State)	
(Zip)	

	
1. Name and Address of Reporting Person*
VALHI INC /DE/	

(Last)	
(First)	
(Middle)	

THREE LINCOLN CENTER	

5430 LBJ FREEWAY SUITE 1700	

(Street)
DALLAS	
TX	
75240	

(City)	
(State)	
(Zip)	

	
1. Name and Address of Reporting Person*
DIXIE RICE AGRICULTURE CORP INC	

(Last)	
(First)	
(Middle)	

600 PASQUIERE ST	

 	

(Street)
GUEYDAN	
LA	
70542	

(City)	
(State)	
(Zip)	

	
1. Name and Address of Reporting Person*
SOUTHWEST LOUISIANA LAND CO INC	

(Last)	
(First)	
(Middle)	

402 CANAL ST	

 	

(Street)
HOUMA	
LA	
70360	

(City)	
(State)	
(Zip)	

	
1. Name and Address of Reporting Person*
NATIONAL CITY LINES INC	

(Last)	
(First)	
(Middle)	

5430 LBJ FREEWAY	

SUITE 1700	

(Street)
DALLAS	
TX	
75240	

(City)	
(State)	
(Zip)	

	
1. Name and Address of Reporting Person*
NL INDUSTRIES INC	

(Last)	
(First)	
(Middle)	

5430 LBJ FREEWAY	

SUITE 1700	

(Street)
DALLAS	
TX	
75240-2697	

(City)	
(State)	
(Zip)	

	
1. Name and Address of Reporting Person*
NOA INC	

(Last)	
(First)	
(Middle)	

5430 LBJ FREEWAY	

SUITE 1700	

(Street)
DALLAS	
TX	
75240	

(City)	
(State)	
(Zip)	

	
1. Name and Address of Reporting Person*
VALHI GROUP INC	

(Last)	
(First)	
(Middle)	

5430 LBJ FREEWAY	

SUITE 1700	

(Street)
DALLAS	
TX	
75240	

(City)	
(State)	
(Zip)	

	
1. Name and Address of Reporting Person*
VALHI HOLDING CO	

(Last)	
(First)	
(Middle)	

5430 LBJ FREEWAY	

SUITE 1700	

(Street)
DALLAS	
TX	
75240	

(City)	
(State)	
(Zip)	

	
1. Name and Address of Reporting Person*
SIMMONS HAROLD C	

(Last)	
(First)	
(Middle)	

THREE LINCOLN CENTRE	

5430 LBJ FREEWAY STE 1700	

(Street)
DALLAS	
TX	
75240-2697	

(City)	
(State)	
(Zip)	

	
Explanation of Responses:	
1. On October 26, 2007, the issuer purchased (the "Stock Purchase") from TIMET Finance Management Company ("TFMC") pursuant to a Stock Purchase Agreement dated October 16, 2007 483,600 shares of the issuer's class A common stock ("Class A Common Stock") for a purchase price of $19.50 per share that was paid in the form of a promissory note in the original principal amount of $9,430,200 payable by the issuer to TFMC (the "Stock Purchase Promissory Note"). Pursuant to Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, the issuer's board of directors exempted the sale and purchase in the Stock Purchase from Section 16(b).	
2. Formerly held by TFMC. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship of TFMC to the persons joining in this filing.	
3. On October 26, 2007, CompX Group, Inc. ("CGI") merged (the "Merger") with and into CompX KDL LLC, a wholly owned subsidiary of the issuer that survived the Merger ("CompX KDL"). Pursuant to the Merger, among other things, 2,586,820 shares of Class A Common Stock and 10.0 million shares of the issuer's class B common stock, par value $0.01 per share (the "Class B Common Stock"), owned by CGI immediately prior to Merger were automatically canceled and the issuer issued to NL Industries, Inc., a former stockholder of CGI that is related to the issuer ("NL"), 374,000 new shares of CompX Class A Common Stock and 10,000,000 new shares of CompX Class B Common Stock. Pursuant to Rule 16b-3, the issuer's board of directors exempted the cancellation in the Merger of the shares of Class A and Class B Common Stock formerly held by CGI and the issuance in the Merger of the Class A and Class B Common Stock to NL.	
4. Formerly held by CGI. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship of CGI to the persons joining in this filing.	
5. Directly held by NL. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the persons joining in this filing.	
Remarks:	
Mr. Harold C. Simmons and his spouse directly hold 66,900 and 20,000 shares, respectively, of the Class A Common Stock of the issuer. Mr. Simmons disclaims beneficial ownership of the shares of the issuer's common stock that his spouse owns. Exhibit Index Exhibit 99 - Additional Information	
 	A. Andrew R. Louis, Secretary, for Contran Corporation	10/30/2007	
 	A. Andrew R. Louis, Secretary, for Valhi, Inc.	10/30/2007	
 	A. Andrew R. Louis, Secretary, for Dixie Rice Agricultural Corporation, Inc.	10/30/2007	
 	A. Andrew R. Louis, Secretary, for Southwest Louisiana Land Company, Inc.	10/30/2007	
 	A. Andrew R. Louis, Secretary, for National City Lines, Inc.	10/30/2007	
 	A. Andrew R. Louis, Secretary, for NL Industries, Inc.	10/30/2007	
 	A. Andrew R. Louis, Secretary, for NOA, Inc.	10/30/2007	
 	A. Andrew R. Louis, Secretary, for Valhi Group, Inc.	10/30/2007	
 	A. Andrew R. Louis, Secretary, for Valhi Holding Company	10/30/2007	
 	A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons	10/30/2007	
 	** 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 
29.9%, 2.6% 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 85.9% of the 
combined voting power (98.3% for the election of directors) 
of all classes of voting stock of the issuer.

Valhi, Inc. ("Valhi") is the direct holder of 83.1% of the 
outstanding common stock of NL.  Valhi Holding Company 
("VHC"), the Harold Simmons Foundation, Inc. (the 
"Foundation"), the Contran Amended and Restated Deferred 
Compensation Trust (the "CDCT") and The Combined Master 
Retirement Trust (the "CMRT") are the direct holders of 
92.4%, 0.9%, 0.4% and 0.1%, respectively, of the common 
stock of Valhi.  Valhi Group, Inc. ("VGI"), National City 
Lines, Inc. ("National") and Contran Corporation 
("Contran") are the direct holders of 87.4%, 10.3% and 
2.3%, respectively, of the outstanding common stock of VHC.  
National, NOA, Inc. ("NOA") and Dixie Rice Agricultural 
Corporation, Inc. ("Dixie Rice") are the direct holders of 
approximately 73.3%, 11.4% and 15.3%, respectively, of the 
outstanding common stock of VGI.  Contran and NOA are the 
direct holders of approximately 85.7% and 14.3%, 
respectively, of the outstanding common stock of National.  
Contran and Southwest Louisiana Land Company, Inc. 
("Southwest") are the direct holders of approximately 49.9% 
and 50.1%, respectively, of the outstanding common stock of 
NOA.  Contran is the direct holder of 100% of the outstanding 
common stock of Dixie Rice and Southwest.

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 0.4% of the 
outstanding 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 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 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, VGI, National, NOA, Dixie Rice, Southwest 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 66,900 shares 
of Class A Common Stock, 555,300 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.

TIMET Finance Management Company ("TFMC") is the direct holder of 
0.5% of the outstanding common stock of NL.  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, 
the CDCT and The Annette Simmons Grandchildren's Trust (the 
"Grandchildren's Trust") are the holders of approximately 
30.9%, 11.6%, 9.5%, 3.2%, 0.9%, 0.5%, 0.2%, 0.1% and 
less than 0.1%, respectively, of the outstanding shares of 
TIMET common stock.  The ownership of Ms. Simmons includes 
20,824,200 shares of TIMET common stock that she has the 
right to acquire upon exercise of 1,561,815 shares of 
TIMET's 6 3/4% Series A Convertible Preferred Stock, par 
value $0.01 per share (the "Series A Preferred Stock"), 
that she directly owns.  The percentage ownership of TIMET 
common stock held by Ms. Simmons assumes the full 
conversion of only the shares of Series A Preferred Stock 
owned by her.  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.

Immediately prior to the Merger on October 26, 2007 of 
CompX Group, Inc. ("CGI") into CompX KDL LLC, NL and TFMC 
were the direct holders of 82.4% and 17.6%, respectively, 
of the outstanding common stock of C