Statement of Changes in Beneficial Ownership (4)
January 02 2019 - 10:15AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Harold C. Simmons Family Trust No. 2
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2. Issuer Name
and
Ticker or Trading Symbol
VALHI INC /DE/
[
VHI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
5430 LBJ FREEWAY, SUITE 1700
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/31/2018
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(Street)
DALLAS, TX 75240
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.01 per share
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12/31/2018
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J
(1)
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310346282
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D
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(1)
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0
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I
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By VHC
(2)
(3)
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Common Stock, par value $0.01 per share
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12/31/2018
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J
(1)
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310346282
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A
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(1)
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310346282
(3)
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I
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By Dixie Rice
(3)
(4)
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Common Stock, par value $0.01 per share
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3636
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D
(5)
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Common Stock, par value $0.01 per share
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52500
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I
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By Connelly Trust
(6)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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On December 31, 2018, Valhi Holding Company ("VHC") dissolved and distributed its assets in liquidation to its sole stockholder Dixie Rice Agricultural L.L.C. ("Dixie Rice"), including 310,346,282 shares of common stock of Valhi, Inc. ("Valhi") that were owned by VHC.
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(2)
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Directly held by VHC.
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(3)
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See Exhibit 99.1 to this statement for a description of the relationship of additional persons who may be deemed to beneficially own these shares, and for information regarding an additional 16,097,886 shares of Valhi common stock that are treated as treasury stock for voting purposes and are not included in the 310,346,282 number in column 5.
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(4)
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Directly held by Dixie Rice.
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(5)
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Directly held by Serena Simmons Connelly.
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(6)
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Held by the Serena S. Connelly 1998 Trust (the "Connelly Trust"), for which Serena Simmons Connelly is the sole trustee and sole beneficiary.
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Remarks:
Exhibit Index
99.1 Additional Information
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Harold C. Simmons Family Trust No. 2
5430 LBJ FREEWAY
SUITE 1700
DALLAS, TX 75240
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X
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CONNELLY SERENA S
THREE LINCOLN CENTER, 5430 LBJ FREEWAY
SUITE 1700
DALLAS, TX 75240
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X
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Simmons Lisa K
THREE LINCOLN CENTER, 5430 LBJ FREEWAY
SUITE 1700
DALLAS, TX 75240
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X
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Dixie Rice Agricultural L.L.C.
5430 LBJ FREEWAY
SUITE 1700
DALLAS, TX 75240
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X
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VALHI HOLDING CO
5430 LBJ FREEWAY, SUITE 1700
DALLAS, TX 75240
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X
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VALHI INC /DE/
5430 LBJ FREEWAY, SUITE 1700
DALLAS, TX 75240
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X
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Signatures
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Andrew B. Nace, Attorney-in-fact, for Lisa K. Simmons, Co-Trustee of the Harold C. Simmons Family Trust No. 2
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1/2/2019
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**
Signature of Reporting Person
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Date
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Andrew B. Nace, Attorney-in-fact, for Serena S. Connelly, Co-Trustee of the Harold C. Simmons Family Trust No. 2
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1/2/2019
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**
Signature of Reporting Person
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Date
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Andrew B. Nace, Executive Vice President of Valhi Holding Company
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1/2/2019
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**
Signature of Reporting Person
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Date
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Andrew B. Nace, Executive Vice President of Dixie Rice Agricultural L.L.C.
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1/2/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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