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
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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 FREEWAY, SUITE 1700

(Street)
DALLAS TX 75240

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TITANIUM METALS CORP [ TIE ]
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)
06/16/2010
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
Common Stock, $.01 par value 06/16/2010 J(1)(2) V 1,000,000 D (1) 907,355 D
Common Stock, $.01 par value 06/16/2010 J(1)(2) V 1,000,000 A (1) 1,000,000 I by COAM(3)
Common Stock, $.01 par value 06/16/2010 J(1) 200,000 D (1) 800,000 I by COAM(3)
Common Stock, $.01 par value 06/18/2010 J(1) 100,000 D (1) 700,000 I by COAM(3)
Common Stock, $.01 par value 44,878,081 I by VHC(4)
Common Stock, $.01 par value 882,568 I by NL(5)
Common Stock, $.01 par value 826,959 I by Valhi(6)
Common Stock, $.01 par value 566,529 I by NL EMS(7)
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 FREEWAY, SUITE 1700

(Street)
DALLAS TX 75240

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
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)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman of the Board
Explanation of Responses:
1. See Exhibit 99.1 attached hereto.
2. The direct disposition and indirect acquisition are exempt pursuant to Rule 16a-13 since the transaction effected only a change in the form of beneficial ownership without changing the pecuniary interest of Contran Corporation in the shares directly disposed and indirectly acquired. See Exhibits 99.1 and 99.2 for, among other things, a description of the relationships of COAM Company to the persons joining in this filing.
3. Directly held by COAM Company. See the Additional Information filed as Exhibits 99.1 and 99.2 to this statement for a description of the relationship to the persons joining in this filing.
4. Directly held by Valhi Holding Company. See the Additional Information filed as Exhibit 99.2 to this statement for a description of the relationship among the persons joining in this filing.
5. Directly held by NL Industries, Inc. See the Additional Information filed as Exhibit 99.2 to this statement for a description of the relationships to the persons joining in this filing.
6. Directly held by Valhi, Inc. See the Additional Information filed as Exhibit 99.2 to this statement for a description of the relationships to the persons joining in this filing.
7. Directly heldd by NL Environmental Management Services, Inc. See the Additional Information filed as Exhibit 99.2 to this statement for a description of the relationships to the persons joining in this filing.
Remarks:
Harold C. Simmons and his wife own 7,422,787 and 21,375,875 shares, respectively, of the common stock of the issuer. A trust of which Mr. Simmons and his wife are trustees and the beneficiaries of which are the grandchildren of his wife owns 15,432 shares of the common stock of the issuer. Mr. Simmons and his wife each disclaims beneficial ownership of, and a pecuniary interest in, the shares of the issuer's common stock that his or her spouse owns or this trust owns. See the Additional Information filed as Exhibit 99.1 to this statement for a description of the relationships Mr. Simmons and his wife have to the other reporting persons. Exhibit Index Exhibit 99.1 - Description of the transaction Exhibit 99.2 - Additional Information
A. Andrew R. Louis, Secretary, for Contran Corporation 06/17/2010
A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons 06/17/2010
** 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).
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