1
|
NAMES OF REPORTING PERSONS
NLKW Holding, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
35,219,270
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
35,219,270
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,219,270
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.4%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
1
|
NAMES OF REPORTING PERSONS
NL Industries, Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
35,219,270
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
35,219,270
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,219,270
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.4%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
1
|
NAMES OF REPORTING PERSONS
Valhi, Inc.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
93,209,312
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
93,209,312
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
93,209,312
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.4%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
1
|
NAMES OF REPORTING PERSONS
Valhi Holding Company
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
93,209,312
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
93,209,312
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
93,209,312
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.4%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
1
|
NAMES OF REPORTING PERSONS
Dixie Rice Agricultural L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
93,209,312
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
93,209,312
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
93,209,312
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.4%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
1
|
NAMES OF REPORTING PERSONS
Contran Corporation
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not applicable
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
93,346,984
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
93,346,984
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
93,346,984
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.5%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
1
|
NAMES OF REPORTING PERSONS
Lisa K. Simmons
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
93,346,984
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
93,346,984
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ý
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
1
|
NAMES OF REPORTING PERSONS
Serena Simmons Connelly
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
93,346,984
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
93,346,984
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ý
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
Item 2. |
Identity and Background.
|
·
|
NLKW and Valhi, Inc. ("Valhi"), as direct holders of Shares;
|
·
|
Contran Corporation ("Contran"), by virtue of its indirect ownership of NLKW and Valhi and its direct ownership of Shares;
|
·
|
NL Industries, Inc. ("NL"), Valhi Holding Company ("VHC") and Dixie Rice Agricultural LLC ("Dixie Rice"), by virtue of their direct or indirect ownership of NLKW and Valhi;
|
·
|
Lisa K. Simmons by virtue of her being a co-trustee of the Family Trust (as defined and described below) and her position as co-chair of the board of Contran; and
|
·
|
Serena Simmons Connelly by virtue of her being co-trustee of the Family Trust and her position as co-chair of the board of Contran.
|
Valhi
|
50.0
|
%
|
||
NLKW
|
30.4
|
%
|
||
Contran
|
0.1
|
%
|
Valhi
|
82.9%
|
Kronos Worldwide
|
Less than 0.1%
|
Serena Simmons Connelly
|
Less than 0.1%
|
VHC
|
92.6%
|
Serena Simmons Connelly
|
Less than 0.1%
|
Item 4. |
Purpose of Transaction.
|
Item 5. |
Interest in Securities of the Issuer.
|
Reporting Persons
|
Shares Directly Held
|
|||
Valhi.
|
57,990,042
|
|||
NLKW
|
35,219,270
|
|||
Contran
|
137,672
|
|||
Total
|
93,346,984
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Name
|
Present Principal Occupation
|
Thomas E. Barry (1)
|
Director of Valhi and CompX International, Inc. ("CompX"), professor of marketing in the Edwin L. Cox School of Business at Southern Methodist University.
|
Clarence B. Brown, III
|
Vice president, assistant secretary and associate general counsel of NL and NLKW; Vice president, assistant secretary and general counsel of Kronos Worldwide; and assistant secretary and associate general counsel of Contran, Dixie Rice and VHC.
|
James W. Brown
|
Vice president, business planning and strategic initiatives of Valhi; and vice president, chief financial officer and controller of CompX.
|
Keith R. Coogan (2)
|
Director of NL and Kronos Worldwide; and a private investor.
|
Serena S. Connelly
|
Director and co-chair of Contran.
|
Steven S. Eaton
|
Vice president and director of internal control over financial reporting of, Valhi, NL, NLKW, Kronos Worldwide and CompX.
|
Loretta J. Feehan (3)
|
Director of Valhi, NL, Kronos Worldwide and CompX; and a certified public accountant who consults on financial and tax matters.
|
Elisabeth C. Fisher (4)
|
Director of Valhi and CompX; and a private investor.
|
Robert D. Graham
|
Director, president and chief legal officer of Contran, VHC and Valhi; president and chief legal officer of Dixie; chairman of the board, president and chief executive officer of NL; and Manager, chairman, president and chief executive officer of NLKW.
|
John E. Harper (5)
|
Director of Kronos Worldwide and NL; and a private investor.
|
Name
|
Present Principal Occupation
|
Janet G. Keckeisen
|
Vice president, corporate strategy and investor relations of Valhi and Kronos Worldwide.
|
A. Andrew R. Louis
|
Secretary and associate general counsel of Contran, Dixie Rice and VHC; and vice president, secretary and associate general counsel of Valhi, NL, NLKW, Kronos Worldwide and CompX.
|
Kelly D. Luttmer
|
Executive vice president and chief tax officer of Contran, Dixie Rice, VHC, Valhi, NL, NLKW and CompX; and executive vice president and global tax director of Kronos Worldwide.
|
Ann Manix (6)
|
Director of CompX; Manager of NLKW; a director of Blue Canyon Partners, a global management consulting firm; and a principal of Summus, Ltd., a strategic consulting firm.
|
W. Hayden McIlroy (7)
|
Director of valhi; and a private investor primarily in real estate.
|
Cecil H. Moore, Jr. (8)
|
Director of NL, Kronos Worldwide and CompX; and a private investor.
|
Andrew B. Nace
|
Senior vice president and general counsel of Contran, Dixie Rice, VHC and Valhi; and vice president of NL, NLKW, Kronos Worldwide and CompX.
|
Bobby D. O'Brien
|
Director, president and chief financial officer of Contran, and VHC; president and chief financial officer of Dixie; chairman of the board and chief executive officer of Valhi; director and executive vice president of NL; manager and executive vice president of NLKW; chairman of the board, president and chief executive officer of Kronos Worldwide; and chairman of the board of CompX.
|
Courtney J. Riley
|
Vice president, environmental affairs of Contran, Dixie Rice, VHC, Valhi and Kronos Worldwide; and vice president, environmental affairs and general counsel of NL and NLKW.
|
Amy A. Samford
|
Vice president and controller of Valhi, NL and NLKW.
|
Lisa K. Simmons
|
Director and co-chair of Contran.
|
Name | Present Principal Occupation |
Thomas P. Stafford (9)
|
Director of NL and Kronos Worldwide; and chairman of the NASA Advisory Council Task Force on the International Space Station Program.
|
John A. St. Wrba
|
Vice president and treasurer of Contran, Dixie Rice VHC, Valhi, NL, Kronos Worldwide, NLKW and CompX.
|
John A. Sunny
|
Vice president, information technology of Contran, Dixie Rice, VHC and Valhi; and vice president, chief information officer of Kronos Worldwide.
|
Gregory M. Swalwell
|
Executive vice president, controller and chief accounting officer of Contran, Dixie Rice and VHC; executive vice president, chief financial officer and chief accounting officer of Valhi; executive vice president and chief financial officer of NL, NLKW and Kronos Worldwide; and executive vice president of CompX.
|
Mary A. Tidlund (10)
|
Director of Valhi and CompX; and president of The Mary A. Tidlund Charitable Foundation, a charitable organization that designs and funds sustainable development projects around the world.
|
(1) |
The principal business address for Dr. Barry is Southern Methodist University, Perkins Administration Bldg. #224, Dallas, Texas 75275.
|
(2) |
The address for Mr. Coogan is 5900 Newgate Lane, Plano, Texas 75093
|
(3) |
The principal business address for Ms. Feehan is 333 S. Monroe Street, #408, Denver, Colorado 80209.
|
(4) |
The address for Ms. Fisher is 37 Waterford Lake, The Woodlands, Texas 77381-6617
|
(5) |
The address for Mr. Harper is 4033 Oakhaven Drive, Plano Texas 75093.
|
(6) |
The address for Ms. Manix is 963 Stratford Lane, Bloomfield Hills, Michigan 48304
|
(7) |
The principal business address for Mr. McIlroy is 25 Highland Park Village, Suite 100-341 Dallas, Texas 75225.
|
(8) |
The address for Mr. Moore is 4444 Beverly Drive, Dallas, Texas 75205.
|
(9) |
The principal business address for Gen. Stafford (ret.) is Stafford Technology Inc., Suite 102, 4200 Perimeter Center, Oklahoma City, Oklahoma 73112.
|
(10) |
The principal business address for Ms. Tidlund is Mary A. Tidlund Foundation, Box 8125 Canmore, Alberta, CANADA T1W2T8
|
Name
|
Shares Held
|
|
Thomas E. Barry
|
51,500
|
|
Clarence B. Brown, III
|
-0-
|
|
James W. Brown
|
-0-
|
|
Keith R. Coogan
|
15,000
|
|
Serena S. Connelly
|
-0-
|
(1)
|
Steven S. Eaton
|
-0-
|
|
Loretta J. Feehan
|
5,500
|
|
Elisabeth C. Fisher
|
-0-
|
|
Robert D. Graham
|
1,500
|
|
John E. Harper
|
1,500
|
|
Janet G. Keckeisen
|
6,500
|
|
A. Andrew R. Louis
|
-0-
|
|
Kelly D. Luttmer
|
-0-
|
|
Ann Manix
|
-0-
|
|
W. Hayden McIlroy
|
-0-
|
|
Cecil H. Moore, Jr.
|
16,024
|
|
Andrew B. Nace
|
464
|
|
Bobby D. O'Brien
|
19,582
|
|
Courtney J. Riley
|
-0-
|
|
Amy A. Samford
|
-0-
|
Name
|
Shares Held
|
|
Lisa K. Simmons
|
-0-
|
(1)
|
Thomas P. Stafford
|
20,578.16
|
|
John A. St. Wrba
|
-0-
|
|
John A. Sunny
|
-0-
|
|
Gregory M. Swalwell
|
-0-
|
|
Mary A. Tidlund
|
-0-
|
(1)
|
Does not include other Shares of which Ms. Connelly and Ms. Simmons may be deemed to possess indirect beneficial ownership as described in Items 2 and 5(a) of this Statement. Ms. Connelly and Ms. Simmons disclaims beneficial ownership of all Shares.
|
Item 7. |
Material to Be Filed as Exhibits.
|
Item No.
|
Description
|
|
1
|
Loan Agreement between NLKW Holding, LLC, as Borrower, and Valhi, Inc., as Lender, dated as of November 14, 2016 - incorporated by reference to Exhibit 10.1 to the NL Industries, Inc. Current Report on Form 8-K dated November 14, 2016 (File No.1-640) and filed on November 15, 2016.
|
|
2
|
Pledge and Security Agreement made by and between NLKW Holding, LLC in favor of Valhi, Inc., dated as of November 14, 2016 - incorporated by reference to Exhibit 10.2 to the NL Industries, Inc. Current Report on Form 8-K dated November 14, 2016 (File No.1-640) and filed on November 15, 2016.
|