0000072162-16-000020.txt : 20161117 0000072162-16-000020.hdr.sgml : 20161117 20161117211614 ACCESSION NUMBER: 0000072162-16-000020 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20161107 FILED AS OF DATE: 20161117 DATE AS OF CHANGE: 20161117 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KRONOS WORLDWIDE INC CENTRAL INDEX KEY: 0001257640 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 760294959 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9722331700 MAIL ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 FORMER COMPANY: FORMER CONFORMED NAME: KRONOS INC DATE OF NAME CHANGE: 20030730 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NLKW Holding, LLC CENTRAL INDEX KEY: 0001690130 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31763 FILM NUMBER: 162006359 BUSINESS ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: X1 ZIP: 75240 BUSINESS PHONE: 972-233-1700 MAIL ADDRESS: STREET 1: 5430 LBJ FREEWAY STREET 2: SUITE 1700 CITY: DALLAS STATE: X1 ZIP: 75240 3 1 edgar.xml PRIMARY DOCUMENT X0206 3 2016-11-07 0 0001257640 KRONOS WORLDWIDE INC KRO 0001690130 NLKW Holding, LLC 5430 LBJ FREEWAY SUITE 1700 DALLAS TX 75240 0 0 1 0 Common Stock 35219270 D Effective November 7, 2016, NL Industries, Inc. ("NL") capitalized the Reporting Person, a wholly owned subsidiary of NL, with 35,219,270 shares of Kronos Worlwide, Inc. common stock. A. Andrew R. Louis, Vice President, Secretary and Associate General Counsel 2016-11-17 EX-99 2 nlform3ex99161117.htm EXHIBIT 99 ADDITIONAL INFORMATION

Exhibit 99

Additional Information

As of November 7, 20116

The following is a description of the relationships among the

Reporting Person and certain related entities or persons that may be

deemed to beneficially own shares ("Shares") of the common stock of

the issuer, NL Industries, Inc. ("NL").

All of the outstanding voting stock of Contran Corporation

("Contran") is held by the Harold C. Simmons Family Trust No. 2 (the

"Family Trust").As co-trustees of the Family Trust, each of Ms.

Simmons and Ms. Connelly has the shared power to vote and direct the

disposition of the shares of Contran stock held by the Family Trust,

and Ms. Simmons and Ms. Connelly each has the power to vote and direct

the disposition of the shares held directly by them and the entities

related to them. Ms. Simmons and Ms. Connelly are sisters and also

serve as the co-chairs of the board of directors of Contran Corporation ("Contran"). Contran is the sole owner of 100% of the

outstanding shares of the non-voting preferred stock of Valhi, Inc.

("Valhi"). Contran is also the holder of the sole membership interest

of Dixie Rice Agricultural L.L.C ("Dixie Rice") and may be deemed to

control Dixie Rice. Dixie Rice is the direct holder of 100% of the

outstanding common stock of Valhi Holding Company "VHC") and may be

deemed to control VHC. Ms. Simmons and Ms. Connelly are related to the

outstanding shares of common stock of Kronos Worldwide, Inc. ("Kronos

Worldwide"):

Valhi ...........................................................50.0%

NL...............................................................30.4%

Contran...................................................Less than 1%

Ms. Simmons and Ms. Connelly directly hold, or are related to the

following person or entity that directly holds, the following

percentages of the outstanding shares of Valhi common stock (a):

VHC............................................................. 92.6%

Serena Simmons Connelly.................. ................Less than 1%

____

NL (including a wholly owned subsidiary of NL) and Kronos

Worldwide own 14,372,970 shares and 1,724,916 shares,

respectively, of Valhi common stock. Since NL and Kronos Worldwide

are majority owned subsidiaries of Valhi, and pursuant to Delaware

law, Valhi treats the shares of Valhi common stock that NL and

Kronos Worldwide own as treasury stock for voting purposes.

Pursuant to Section 13(d)(4) of the Securities Exchange Act, such

stock as of the record date in this proxy statement.

By virtue of the stock ownership in each of VHC, Dixie Rice and Contran,

the role of Ms. Simmons and Ms. Connelly as co-trustees of the Family

Trust, Ms. Simmons and Ms. Connelly being beneficiaries of the Family

Trust, the direct holdings of Contran voting stock by each of Ms. Simmons

and Ms. Connelly and entities related to them, and the positions as

co-chairs of the Contran board by each of Ms. Simmons and Ms. Connelly,

in each case as described above:

O Ms. Simmons and Ms. Connelly may be deemed to control the Family

Trust;

0 Ms. Simmons and Ms. Connelly may be deemed to control each of

Contran, Dixie Rice, VHC, Valhi, NL, Kronos Worldwide and CompX;

0 Ms. Simmons, Ms. Connelly, Contran, Dixie Rice, VHC, Valhi, NL

and Kronos Worldwide may be deemed to possess indirect beneficial

ownership of shares of common stock directly held by such entities,

including any shares of our common stock.

Except for the 500 shares of NL common stock she holds directly, Ms.

Connelly disclaims beneficial ownership of all shares of our common

stock, except to the extent of her pecuniary interest in such shares, if

any. Ms. Simmons disclaims beneficial ownership of all shares of our

common stock, except to the extent of her pecuniary interest in such

shares, if any.

Each of our directors or executive officers disclaims beneficial

ownership of any shares of NL common stock, except to the extent

he or she has a pecuniary in such shares, if any.