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 FRWY
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)
10/26/2007
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
Class A common stock, par value $0.01 per share 10/26/2007 J(1) 483,600 D (1) 0 I By TFMC(2)
Class A common stock, par value $0.01 per share 10/26/2007 J(3) 2,586,820 D (3) 0 I By CGI(4)
Class B common stock, par value $0.01 per share 10/26/2007 J(3) 10,000,000 D (3) 0 I By CGI(4)
Class A common stock, par value $0.01 per share 10/26/2007 J(3) 374,000 A (3) 755,004 I By NL(5)
Class B common stock, par value $0.01 per share 10/26/2007 J(3) 10,000,000 A (3) 10,000,000 I By NL(5)
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 FRWY
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*
VALHI INC /DE/

(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*
DIXIE RICE AGRICULTURE CORP INC

(Last) (First) (Middle)
600 PASQUIERE ST

(Street)
GUEYDAN LA 70542

(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*
SOUTHWEST LOUISIANA LAND CO INC

(Last) (First) (Middle)
402 CANAL ST

(Street)
HOUMA LA 70360

(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*
NATIONAL CITY LINES INC

(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*
NL INDUSTRIES INC

(Last) (First) (Middle)
5430 LBJ FREEWAY
SUITE 1700

(Street)
DALLAS TX 75240-2697

(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*
NOA INC

(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*
VALHI GROUP INC

(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*
VALHI HOLDING CO

(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)
THREE LINCOLN CENTRE
5430 LBJ FREEWAY STE 1700

(Street)
DALLAS TX 75240-2697

(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. On October 26, 2007, the issuer purchased (the "Stock Purchase") from TIMET Finance Management Company ("TFMC") pursuant to a Stock Purchase Agreement dated October 16, 2007 483,600 shares of the issuer's class A common stock ("Class A Common Stock") for a purchase price of $19.50 per share that was paid in the form of a promissory note in the original principal amount of $9,430,200 payable by the issuer to TFMC (the "Stock Purchase Promissory Note"). Pursuant to Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, the issuer's board of directors exempted the sale and purchase in the Stock Purchase from Section 16(b).
2. Formerly held by TFMC. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship of TFMC to the persons joining in this filing.
3. On October 26, 2007, CompX Group, Inc. ("CGI") merged (the "Merger") with and into CompX KDL LLC, a wholly owned subsidiary of the issuer that survived the Merger ("CompX KDL"). Pursuant to the Merger, among other things, 2,586,820 shares of Class A Common Stock and 10.0 million shares of the issuer's class B common stock, par value $0.01 per share (the "Class B Common Stock"), owned by CGI immediately prior to Merger were automatically canceled and the issuer issued to NL Industries, Inc., a former stockholder of CGI that is related to the issuer ("NL"), 374,000 new shares of CompX Class A Common Stock and 10,000,000 new shares of CompX Class B Common Stock. Pursuant to Rule 16b-3, the issuer's board of directors exempted the cancellation in the Merger of the shares of Class A and Class B Common Stock formerly held by CGI and the issuance in the Merger of the Class A and Class B Common Stock to NL.
4. Formerly held by CGI. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship of CGI to the persons joining in this filing.
5. Directly held by NL. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the persons joining in this filing.
Remarks:
Mr. Harold C. Simmons and his spouse directly hold 66,900 and 20,000 shares, respectively, of the Class A Common Stock of the issuer. Mr. Simmons disclaims beneficial ownership of the shares of the issuer's common stock that his spouse owns. Exhibit Index Exhibit 99 - Additional Information
A. Andrew R. Louis, Secretary, for Contran Corporation 10/30/2007
A. Andrew R. Louis, Secretary, for Valhi, Inc. 10/30/2007
A. Andrew R. Louis, Secretary, for Dixie Rice Agricultural Corporation, Inc. 10/30/2007
A. Andrew R. Louis, Secretary, for Southwest Louisiana Land Company, Inc. 10/30/2007
A. Andrew R. Louis, Secretary, for National City Lines, Inc. 10/30/2007
A. Andrew R. Louis, Secretary, for NL Industries, Inc. 10/30/2007
A. Andrew R. Louis, Secretary, for NOA, Inc. 10/30/2007
A. Andrew R. Louis, Secretary, for Valhi Group, Inc. 10/30/2007
A. Andrew R. Louis, Secretary, for Valhi Holding Company 10/30/2007
A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons 10/30/2007
** 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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