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)
07/07/2010	 	 	 	
 	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	07/07/2010	 	P	 	300	A	$8.89	333,948	D	 	 	 	 	
Class A Common Stock $0.01 par value	07/07/2010	 	P	 	300	A	$8.9	334,248	D	 	 	 	 	
Class A Common Stock $0.01 par value	07/07/2010	 	P	 	400	A	$8.92	334,648	D	 	 	 	 	
Class A Common Stock $0.01 par value	07/07/2010	 	P	 	200	A	$9.17	334,848	D	 	 	 	 	
Class A Common Stock $0.01 par value	07/07/2010	 	P	 	200	A	$9.185	335,048	D	 	 	 	 	
Class A Common Stock $0.01 par value	07/07/2010	 	P	 	1,493	A	$9.19	336,541	D	 	 	 	 	
Class A Common Stock $0.01 par value	07/07/2010	 	P	 	100	A	$9.1999	336,641	D	 	 	 	 	
Class A Common Stock $0.01 par value	07/07/2010	 	P	 	140	A	$9.2	336,781	D	 	 	 	 	
Class A Common Stock $0.01 par value	07/07/2010	 	P	 	267	A	$9.6499	337,048	D	 	 	 	 	
Class A Common Stock $0.01 par value	07/07/2010	 	P	 	2,600	A	$9.65	339,648	D	 	 	 	 	
Class A Common Stock $0.01 par value	 	 	 	 	 	 	 	26,400	I	by Spouse (1)	 	 	 	
Class A Common Stock $0.01 par value	 	 	 	 	 	 	 	755,104	I	by NL(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 the reporting person's spouse. The reporting person disclaims beneficial ownership of any shares of the issuer's common stock that his spouse holds.	
2. 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.	
Remarks:	
Exhibit Index Exhibit 99 - Additional Information	
 	Robert D. Graham, Attorney-in-fact, for Harold C. Simmons	07/09/2010	
 	** 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.	

f4nl100707hcs.txt

Exhibit 99 Additional Information

Valhi, Inc. ("Valhi"), Harold C. Simmons, Harold C. Simmons' spouse and 

TIMET Finance Management Company ("TFMC") are the direct holders of 

approximately 83.0%, 2.0%, 0.6% and 0.5%, respectively, of the outstanding 

common stock of the issuer, NL Industries, Inc. ("NL").  Titanium Metals 

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

Valhi Holding Company ("VHC"), Annette C. Simmons, The Combined Master 

Retirement Trust (the "CMRT"), Harold C. Simmons, NL Industries, Inc. ("NL"), 

Contran Corporation ("Contran"), Valhi, Inc. ("Valhi"), COAM Company ("COAM") 

and the Harold Simmons Foundation, Inc. (the "Foundation") are the holders of 

approximately 24.9%, 11.7%, 8.6%, 4.1%, 0.8%, 0.5%, 0.5%. 0.3% and less than 

0.1%, respectively, of the outstanding shares of common stock of TIMET. NL's 

percentage ownership of TIMET common stock includes 0.3% directly held by a 

subsidiary of NL.

VHC, TFMC, the Foundation, the Contran Amended and Restated Deferred 

Compensation Trust (the "CDCT"), Harold C. Simmons, Harold C. Simmons' spouse, 

the CMRT and Contran are the direct holders of 92.3%, 1.1%, 0.9%, 0.3%, 0.2%, 

0.2%, 0.1% and and less than 0.1%, respectively, of the common stock of Valhi.  

Dixie Rice Agricultural Corporation, Inc. ("Dixie Rice") is the direct holder of 

100% 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 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 less than 0.1% of the outstanding shares of 

TIMET common stock and 0.9% of the outstanding Valhi common stock.  The 

Foundation is a tax-exempt foundation organized for charitable purposes.  Harold 

C. Simmons is the chairman of the board and chief executive officer of the 

Foundation and may be deemed to control the Foundation.

The CMRT directly holds approximately 8.6% of the outstanding shares of 

TIMET common stock and 0.1% of the outstanding shares of Valhi common stock. 

Contran sponsors the CMRT to permit 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. Contran's board of directors 

selects the trustee and members 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.  He disclaims beneficial ownership of any shares held 

by the CMRT, except to the extent of his individual vested beneficial interest, 

if any, in the assets held by the CMRT.

The CDCT directly holds approximately 0.3% of the outstanding shares of 

the common stock of Valhi.  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 the issuer'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, Valhi and Southwest Louisiana Land LLC ("Southwest") directly hold 

all of the partnership interests of COAM.  Contran is the sole member of 

Southwest

Harold C. Simmons is the chairman of the board and chief executive 

officer of NL and the chairman of the board of each of TIMET, Valhi, VHC, 

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 shares of 

NL common stock that Valhi and TFMC hold directly. However, Mr. Simmons 

disclaims beneficial ownership of the shares of NL common stock beneficially 

owned, directly or indirectly, by any of such entities.

NL and a subsidiary of NL directly own 3,604,790 shares and 1,186,200 

shares, respectively, of Valhi common stock.  As already discussed, Valhi is 

the direct holder of 83.1% of the outstanding shares of NL common stock.  

Pursuant to Delaware law, Valhi treats the shares of Valhi common stock that 

NL and the subsidiary of NL own directly as treasury stock for voting 

purposes and for the purposes of this statement are not deemed outstanding.

Harold C. Simmons' spouse is the direct owner of 292,225 shares of NL 

common stock, 21,115,875 shares of TIMET common stock and 203,065 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 983,600 shares of NL common 

stock, 7,422,787 shares of TIMET common stock and 305,883 shares of Valhi 

common stock.

A trust of which Harold C. Simmons and his spouse are co-trustees and 

the beneficiaries are the grandchildren of his spouse, is the direct holder 

of 15,432 shares of TIMET common stock and 31,800 shares of Valhi common 

stock. Mr. Simmons, as co-trustee of this trust, has the power to vote and 

direct the disposition of the shares the trust holds. Mr. Simmons disclaims 

beneficial ownership of any shares that this trust holds.