1
|
NAMES OF REPORTING PERSONS
Valhi, Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC & OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
40,389,531
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
40,389,531
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,389,531
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
82.9%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
1
|
NAMES OF REPORTING PERSONS
Valhi Holding Company
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
40,389,531
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
40,389,531
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,389,531
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
82.9%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
1
|
NAMES OF REPORTING PERSONS
Dixie Rice Agricultural Corporation, Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
40,389,531
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
40,389,531
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,389,531
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
82.9%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
1
|
NAMES OF REPORTING PERSONS
Contran Corporation
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
40,389,531
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
40,389,531
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,389,531
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
82.9%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
1
|
NAMES OF REPORTING PERSONS
Lisa K. Simmons
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
40,389,531
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
40,389,531
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ý
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
1
|
NAMES OF REPORTING PERSONS
Serena Simmons Connelly
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-500-
|
|
8
|
SHARED VOTING POWER
40,389,531
|
||
9
|
SOLE DISPOSITIVE POWER
-500-
|
||
10
|
SHARED DISPOSITIVE POWER
40,389,531
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-500-
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ý
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
Item 2. | Identity and Background. |
·
|
Valhi, Inc. ("Valhi") as a direct holder of Shares;
|
·
|
Valhi Holding Company, ("VHC"), Dixie Rice Agricultural Corporation, Inc. ("Dixie Rice") and Contran Corporation ("Contran") by virtue of their direct and indirect ownership of securities of Valhi;
|
·
|
Lisa K. Simmons by virtue of her being a co-trustee of the Family Trust (as defined and described below) and her position as co-chair of the Contran board of directors (the "Contran Board"); and
|
·
|
Serena Simmons Connelly by virtue of being co-trustee of the Family Trust and her position as co-chair of the Contran Board.
|
Valhi
|
82.9%
|
Kronos Worldwide
|
Less than 0.1%
|
Serena Simmons Connelly
|
Less than 0.1%
|
Valhi
|
50.0%
|
NL
|
30.4%
|
Contran
|
0.1%
|
VHC
|
92.6%
|
Serena Simmons Connelly
|
Less than 0.1%
|
Item 4. | Purpose of Transaction. |
Item 5. | Interest in Securities of the Issuer. |
Reporting Persons
|
Shares
Directly
Held
|
Valhi.
|
40,387,531
|
Kronos Worldwide
|
2,000
|
Serena Simmons Connelly
|
500
|
Total
|
40,390,031
|
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Name
|
Present Principal Occupation
|
Thomas E. Barry (1)
|
Vice president for executive affairs at Southern Methodist University and professor of marketing in the Edwin L. Cox School of Business at Southern Methodist University; and a director of Valhi.
|
Brian W. Christian
|
Vice president, strategic business development of Kronos Worldwide and senior vice president of Contran.
|
Serena S. Connelly
|
Director and co-chair of Contran.
|
Steven S. Eaton
|
Vice president and director of internal control over financial reporting of CompX, Kronos Worldwide, NL and Valhi.
|
Norman S. Edelcup (2)
|
Chairman of the Sunny Isles Beach Foundation, Inc.; director of CompX and Valhi; and trustee of the Baron Funds, a mutual fund group.
|
Loretta J. Feehan (3)
|
Director of CompX, Kronos Worldwide, NL and Valhi; and certified public accountant who consults on financial and tax matters.
|
L. Andrew Fleck
|
Director and vice president of Dixie Rice; and vice president-real estate of Contran.
|
Robert D. Graham
|
Vice chairman of the board, president and chief executive officer of NL; executive vice president and chief legal officer of Contran and Valhi, and executive vice president of Kronos Worldwide, Dixie Rice and VHC.
|
Janet G. Keckeisen
|
Vice president, corporate strategy and investor relations of Kronos Worldwide and Valhi.
|
A. Andrew R. Louis
|
Vice president and secretary of CompX, Dixie Rice, Kronos Worldwide, NL, Valhi and VHC; and secretary of Contran.
|
Name
|
Present Principal Occupation
|
Kelly D. Luttmer
|
Executive vice president and chief tax officer of Valhi and Contran; and executive vice president and global tax director of CompX, Dixie Rice, VHC, Kronos Worldwide and NL.
|
W. Hayden McIlroy (4)
|
Private investor primarily in real estate; and a director of Valhi.
|
Andrew B. Nace
|
Senior vice president and general counsel of Contran and Valhi; and vice president of CompX, Kronos Worldwide and NL.
|
Bobby D. O'Brien
|
Vice chairman of the board, president and chief executive officer of Kronos Worldwide; executive vice president and director of CompX; executive vice president of NL; director, president and chief financial officer of Valhi, Dixie Rice and VHC; and president and chief financial officer of Contran.
|
Courtney J. Riley
|
Vice president, environmental affairs of Kronos Worldwide, NL, Valhi and Contran.
|
Lisa K. Simmons
|
Co-chair of the Contran Board.
|
John A. St. Wrba
|
Vice president and treasurer of CompX, Contran, Dixie Rice, Kronos Worldwide, NL, Valhi and VHC.
|
John A. Sunny
|
Vice president and chief information officer of Contran and Kronos Worldwide.
|
Gregory M. Swalwell
|
Executive vice president of CompX, executive vice president, controller and chief accounting officer of Contran and Valhi; executive vice president and controller of Dixie Rice and VHC; and executive vice president and chief financial officer of Kronos Worldwide and NL.
|
Steven L. Watson
|
Chairman of the board of CompX, Kronos Worldwide and NL; chairman of the board and chief executive officer of Valhi, Dixie Rice and VHC; and vice chair of the board and chief executive officer of Contran.
|
(1) | The principal business address for Dr. Barry is Southern Methodist University, Perkins Administration Bldg. #224, Dallas, Texas 75275. |
(2) | The principal business address for Mr. Edelcup is 17395 North Bay Road, Suite 103, Sunny Isles Beach, Florida 33160. |
(3) | The principal business address for Ms. Feehan is 164 Jackson Street, Denver, Colorado 80206. |
(4) | The principal business address for Mr. McIlroy is 25 Highland Park Village, Suite 100-341, Dallas, Texas 75225. |
Name
|
Shares Held
|
|
Thomas E. Barry
|
-0-
|
|
Brian W. Christian
|
-0-
|
|
Serena S. Connelly
|
500
|
(1)
|
Steven S. Eaton
|
-0-
|
|
Norman S. Edelcup
|
-0-
|
|
Loretta J. Feehan
|
3,000
|
|
L. Andrew Fleck
|
-0-
|
|
Robert D. Graham
|
3,000
|
|
Janet G. Keckeisen
|
-0-
|
|
A. Andrew R. Louis
|
-0-
|
|
Kelly D. Luttmer
|
-0-
|
|
W. Hayden McIlroy
|
-0-
|
|
Andrew B. Nace
|
-0-
|
|
Bobby D. O'Brien
|
-0-
|
|
Courtney J. Riley
|
-0-
|
|
Lisa K. Simmons
|
-0-
|
(3)
|
John A. St. Wrba
|
-0-
|
|
Gregory M. Swalwell
|
-0-
|
|
Steven L. Watson
|
20,500
|
(1)
|
Does not include other Shares of which Ms. Connelly may be deemed to possess indirect beneficial ownership as described in Items 2 and 5(a) of this Statement. Except for the 500 Shares she holds directly, Ms. Connelly disclaims beneficial ownership of all Shares.
|
(2)
|
Does not include Shares of which Ms. Lisa Simmons may be deemed to possess indirect beneficial ownership as described in Items 2 and 5(a) of this Statement. Ms. Simmons disclaims beneficial ownership of all Shares.
|