SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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 (Last) (First) (Middle) THREE LINCOLN CENTER, 5430 LBJ FREEWAY SUITE 1700 (Street) DALLAS TX 75240 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/28/2013	3. Issuer Name and Ticker or Trading Symbol VALHI INC /DE/ [ VHI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	318,156,746	I	By VHC(1)
Common Stock, par value $0.01 per share	2,689,394	D(2)
Common Stock, par value $0.01 per share	87,900	I	By Grandchildren's Trust(3)
Common Stock, par value $0.01 per share	1,212	D(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Harold C. Simmons Family Trust No. 2 (Last) (First) (Middle) THREE LINCOLN CENTER, 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* Harold C. Simmons Family Trust No. 1 (Last) (First) (Middle) THREE LINCOLN CENTER, 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 Annette C (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 Lisa K (Last) (First) (Middle) THREE LINCOLN CENTER, 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* CONNELLY SERENA S (Last) (First) (Middle) THREE LINCOLN CENTER, 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)

Explanation of Responses:

1. Directly held by Valhi Holding Company. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship of additional persons who may be deemed to beneficially own these shares

2. Consists of 1,870,850 shares held directly by the estate of Harold C. Simmons of which Annette C. Simmons is the independent executor and the designated legatee of these shares and 818,514 shares she holds directly. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the reporting owners.

3. Directly held by The Annette Simmons Granchildren's Trust. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships to the persons joining in this filing to beneficially own these shares.

4. Directly held by Serena S. Connelly.

Remarks:

Exhibit Index 99 Additional Information Exhibit 24.1 Lisa K. Simmons Power of Attorney Exhibit 24.2 Serena S. Connelly Power of Attorney Exhibit 24.3 Harold C. Simmons Family Trust No. 1 Power of Attorney Exhibit 24.4 Harold C. Simmons Family Trust No. 2 Power of Attorney Exhibit 24.5 Annette C. Simmons Power of Attorney

	A. Andrew R. Louis, Attorney-in-fact, for Lisa K. Simmons, Co-Trustee of the Harold C. Simmons Family Trust No. 1	02/25/2014
	A. Andrew R. Louis, Attorney-in-fact, for Serena S. Connelly, Co-Trustee of the Harold C. Simmons Family Trust No. 1	02/25/2014
	A. Andrew R. Louis, Attorney-in-fact, for Lisa K. Simmons, Co-Trustee of the Harold C. Simmons Family Trust No. 2	02/25/2014
	A. Andrew R. Louis, Attorney-in-fact, for Serena S.Connelly, Co-Trustee of the Harold C. Simmons Family Trust No. 2	02/25/2014
	A. Andrew R. Louis, Attorney-in-fact, for Annette C. Simmons	02/25/2014
	** 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 5 (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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