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)
07/27/2006	 	 	 	
 	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	07/27/2006	 	J(1)	 	12,200	A	$15.7	362,604	I	by NL(2)	 	 	 	
Class A Common Stock $0.01 par value	 	 	 	 	 	 	 	483,600	I	by TFMC (3)	 	 	 	
Class A Common Stock $0.01 par value	 	 	 	 	 	 	 	2,586,820	I	by CGI (4)	 	 	 	
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*
TIMET FINANCE MANAGEMENT CO	

(Last)	
(First)	
(Middle)	

913 N MARKET ST	

SUITE 217	

(Street)
WILMINGTON	
DE	
19801	

(City)	
(State)	
(Zip)	

	
1. Name and Address of Reporting Person*
TITANIUM METALS CORP	

(Last)	
(First)	
(Middle)	

5430 LBJ FREEWAY	

SUITE 1700	

(Street)
DALLAS	
TX	
75240	

(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*
CompX Group, Inc.	

(Last)	
(First)	
(Middle)	

5430 LBJ FREEWAY, SUITE 1700	

 	

(Street)
DALLAS	
TX	
75240-2697	

(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. Open market purchase by NL Industries, Inc. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the persons joining in this filing.	
2. Directly held by NL Industries, Inc. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the persons joining in this filing.	
3. Directly held by TIMET Finance Management Company. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the persons joining in this filing.	
4. Directly held by CompX Group, Inc. 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 56,900 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. This form is also filed on behalf of: Tremont LLC, 5430 LBJ Freeway, Suite 1700, Dallas, TX 75240, By: /s/ A. Andrew R. Louis, Secretary (signed 07/31/06), NOA, Inc., 5430 LBJ Freeway, Suite 1700, Dallas, TX 75240, By: /s/ A. Andrew R. Louis, Secretary (signed 07/31/06), Dixie Holding, Inc., 5430 LBJ Freeway, Suite 1700, Dallas, TX 75240, By: /s/ A. Andrew R. Louis, Secretary (signed 07/31/06), Valhi Group, Inc., 5430 LBJ Freeway, Suite 1700, Dallas, TX 75240, By: /s/ A. Andrew R. Louis, Secretary (signed 07/31/06) and Valhi Holding Company, 5430 LBJ Freeway, Suite 1700, Dallas, TX 75240, By: /s/ A. Andrew R. Louis, Secretary (signed 07/31/06). See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the persons joining in this filing. Exhibit Index Exhibit 99 - Additional Information	
 	A. Andrew R. Louis, Secretary, for Contran Corporation	07/31/2006	
 	A. Andrew R. Louis, Secretary, for Valhi, Inc.	07/31/2006	
 	A. Andrew R. Louis, Secretary, for Dixie Rice Agricultural Corporation, Inc.	07/31/2006	
 	A. Andrew R. Louis, Secretary, for Southwest Louisiana Land Company, Inc.	07/31/2006	
 	Gregory M. Swalwell, Vice President, TIMET Finance Management Company	07/31/2006	
 	A. Andrew R. Louis, Secretary, for Titanium Metals Corporation	07/31/2006	
 	A. Andrew R. Louis, Secretary, for National City Lines, Inc.	07/31/2006	
 	A. Andrew R. Louis, Secretary, for NL Industries, Inc.	07/31/2006	
 	A. Andrew R. Louis, Secretary, for CompX Group, Inc.	07/31/2006	
 	A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons	07/31/2006	
 	** 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

CompX Group, Inc. ("CGI"),  TIMET Finance Management  Company ("TFMC"),  NL
Industries, Inc. ("NL"), Harold C. Simmons and his spouse are the direct holders
of 49.3%, 9.2%, 6.9%, 1.1% and 0.4%  respectively,  of the outstanding shares of
class A common stock, par value $0.01 per share (the "Class A Common Stock"), of
the issuer.

CGI holds 100%, or 10,000,000  shares, of the issuers 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,  CGI  currently  holds
approximately  82.5% of the  combined  voting  power  (97.5% for the election of
directors) of all classes of voting stock of the issuer.

Titanium Metals  Corporation  ("TIMET") is the direct holder of 100% of the
outstanding  common stock of TFMC.  Tremont LLC ("Tremont"),  Harold C. Simmons'
spouse, The Combined Master Retirement Trust (the "CMRT"), Valhi, Inc. ("Valhi")
and Harold C. Simmons are the holders of approximately  31.3%, 11.8%, 9.5%, 3.9%
and 2.8%, respectively,  of the outstanding shares of common stock of TIMET. The
ownership of Ms. Simmons includes  21,333,333  shares of TIMET common stock that
she has the right to acquire upon conversion of 1,600,000 shares of TIMET 6-3/4%
Series A Convertible  Preferred  Stock, par value $0.01 per share (the "Series A
Preferred  Stock"),  that she holds  directly.  The ownership of Valhi  includes
196,000  shares of TIMET  common  stock that Valhi has the right to acquire upon
conversion  of 14,700  shares of Series A  Preferred  Stock that Valhi  directly
holds.  The  percentage  ownership of TIMET common stock held by Ms. Simmons and
Valhi assumes the full conversion of only the shares of Series A Preferred Stock
owned by her or Valhi, respectively.

NL and TFMC are the direct holders of 82.4% and 17.6%, respectively, of the
outstanding  common stock of CGI. Valhi and TFMC are the direct holders of 83.1%
and 0.5%, respectively, of the outstanding common stock of NL.

Valhi is the direct holder of 100% of the outstanding  membership interests
of Tremont.  Valhi Holding Company ("VHC"), the Harold Simmons Foundation,  Inc.
(the "Foundation"), the Contran Deferred Compensation Trust No. 2 (the "CDCT No.
2") and the  CMRT  are the  direct  holders  of  91.9%,  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 Holding Company ("Dixie Holding")
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.  Dixie Rice  Agricultural  Corporation,  Inc.
("Dixie Rice") is the direct holder of 100% of the  outstanding  common stock of
Dixie Holding.  Contran is the holder of 100% of the outstanding common stock of
Dixie Rice. Contran is also the holder of approximately 88.9% of the outstanding
common stock of 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 No. 2 directly holds  approximately  0.4% of the outstanding Valhi
common stock. U.S. Bank National  Association  serves as the trustee of the CDCT
No. 2.  Contran  established  the CDCT No. 2 as an  irrevocable  rabbi  trust to
assist Contran in meeting certain deferred compensation obligations that it owes
to Harold C. Simmons.  If the CDCT No. 2 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 No. 2, Contran (i) retains the
power to vote the shares of Valhi common stock held  directly by the CDCT No. 2,
(ii)  retains  dispositive  power  over such  shares and (iii) may be deemed the
indirect beneficial owner of such shares.

The CMRT directly holds  approximately  9.5% of the  outstanding  shares of
TIMET common  stock and 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 and
TFMC are the direct holders of approximately  83.1% and 0.5%,  respectively,  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 CGI, Tremont, Valhi, VHC,
VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest,  TIMET 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 CGI,  TFMC or NL.
However,  Mr. Simmons disclaims such beneficial ownership of the shares of Class
A or Class B Common Stock beneficially owned, directly or indirectly,  by any of
such entities.

Harold C.  Simmons'  spouse is the direct owner of 20,000 shares of Class A
Common Stock, 128,600 shares of TIMET common  stock,  1,600,000  shares of TIMET
Series A Preferred Stock, 256,575 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 56,900  shares of Class A
Common  Stock,  4,542,900  shares of TIMET common  stock,  547,300  shares of NL
common stock (including  stock options  exerciseable for 2,000 shares) and 3,383
shares of Valhi common stock.

A 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 of  Valhi common stock that this trust holds.