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)
03/15/2011	 	 	 	
 	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	03/15/2011	 	P	 	200	A	$13.2499	349,530	D	 	 	 	 	
Class A Common Stock $0.01 par value	03/15/2011	 	P	 	394	A	$13.24	349,924	D	 	 	 	 	
Class A Common Stock $0.01 par value	03/15/2011	 	P	 	1	A	$13.2	349,925	D	 	 	 	 	
Class A Common Stock $0.01 par value	03/15/2011	 	P	 	1,712	A	$13.25	351,637	D	 	 	 	 	
Class A Common Stock $0.01 par value	 	 	 	 	 	 	 	755,104	I	by NL(1)	 	 	 	
Class A Common Stock $0.01 par value	 	 	 	 	 	 	 	26,400	I	by Spouse (2)	 	 	 	
Class A Common Stock $0.01 par value	 	 	 	 	 	 	 	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 the reporting person's spouse. The reporting person disclaims beneficial ownership of any shares of the issuer's Class A common stock that his spouse holds.	
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:	
 	
 	A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons	03/15/2011	
 	** 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.	

f4cix110315hcs.txt

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

NL Industries, Inc. ("NL")...................................31.8%

Harold C. Simmons............................................14.8%

Annette C. Simmons............................................1.1%

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 issuers 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 86.9% 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............................................0.6%

TIMET Finance Management Company ("TFMC").....................0.5%

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

Titanium Metals Corporation ("TIMET") is the sole stockholder of TFMC.

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%

Harold C. Simmons.............................................0.4%

TFMC..........................................................0.1%

Annette C. Simmons............................................0.1%

Contran Corporation ("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")................................92.5%

TFMC..........................................................1.3%

Harold Simmons Foundation, Inc. (the "Foundation")............0.9%

Contran Amended and Restated Deferred Compensation 

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

Harold C. Simmons.............................................0.3%

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

The Combined Master Retirement Trust (the "CMRT").............0.1%

The Annette Simmons Grandchildren's Trust

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

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 TIMET:

VHC..........................................................23.2%

Annette C. Simmons...........................................12.1%

CMRT..........................................................8.6%

Harold C. Simmons.............................................3.1%

Contran.......................................................2.0%

Kronos........................................................1.8%

NL............................................................0.8%

Valhi.........................................................0.5%

Foundation..........................................less than 0.1%

Grandchildren's Trust...............................less than 0.1%

NL's percentage ownership of the outstanding shares of TIMET common stock 

includes 0.3% a wholly owned subsidiary of NL holds directly. 

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.

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.  Harold C. 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.

The Foundation is a tax-exempt foundation organized for charitable 

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

NL and a wholly owned subsidiary of NL directly own 3,604,790 shares and 

1,186,200 shares, respectively, of Valhi common stock.  Kronos owns 236,008 

shares 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.  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, 

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 

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, except to the extent of his vested beneficial interest, if 

any, in the shares the CMRT directly holds.

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.