SEC Filing | NL Industries

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SEC FORM 4 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^*

SIMMONS HAROLD C

(Last)

(First)

(Middle)

5430 LBJ FREEWAY

SUITE 1700

(Street)

DALLAS

75240

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NL INDUSTRIES INC [ NL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman of the Board & CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock $0.125 par value	08/26/2008		P		200	A	$12.65	28,000	D
Common stock $0.125 par value	08/26/2008		P		200	A	$12.68	28,200	D
Common stock $0.125 par value	08/26/2008		P		200	A	$12.7	28,400	D
Common stock $0.125 par value	08/26/2008		P		4,400	A	$12.75	32,800	D
Common stock $0.125 par value	08/26/2008		P		300	A	$12.8	33,100	D
Common stock $0.125 par value	08/26/2008		P		600	A	$12.9	33,700	D
Common stock $0.125 par value	08/26/2008		P		200	A	$12.92	33,900	D
Common stock $0.125 par value	08/26/2008		P		200	A	$12.94	34,100	D
Common stock $0.125 par value	08/26/2008		P		800	A	$12.95	34,900	D
Common stock $0.125 par value	08/26/2008		P		200	A	$12.96	35,100	D
Common stock $0.125 par value	08/26/2008		P		16,000	A	$13	51,100	D
Common stock $0.125 par value	08/29/2008		P		300	A	$13.54	51,400	D
Common stock $0.125 par value	08/29/2008		P		9,600	A	$14	61,000	D
Common stock $0.125 par value	08/29/2008		P		1,500	A	$13.46	62,500	D
Common stock $0.125 par value	08/29/2008		P		5,400	A	$13.25	67,900	D
Common stock $0.125 par value								40,350,931	I	by Valhi⁽¹⁾
Common stock $0.125 par value								222,100	I	by TFMC⁽²⁾
Common stock $0.125 par value								109,575	I	by Spouse⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Directly held by Valhi, Inc. See the Additional Information filed as an exhibit to this statement for a description of the relationships among the persons joining in this filing.

2. Directly held by TIMET Finance Management Company. See the Additional Information filed as an exhibit to this statement for a description of the relationships among the persons joining in this filing.

3. Directly held by the Reporting Person's spouse. Mr. Simmons disclaims beneficial ownership of any shares of the issuer's common stock that his spouse holds. See the Additional Purchase Information filed as Exhibit 99.2 for additional information regarding trades in the issuer's common stock by the reporting person's spouse on August 29, 2005.

Remarks:

Exhibit Index 99.1 Additional Ownership Information 99.2 Additional Purchase Information

	A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons	08/31/2005
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Exhibit 99.2
Additional Purchase Information


     The reporting person's spouse executed the following trades in the issuer's
common stock.





                                               Amount of         Ownership
                                            Securities Owned       Form
                   Securities Acquired     Following Reported   Direct (eD)or
  Transaction         or Disposed of         Transaction(s)     Indirect (I)
Date       Code  Amount   A or D   Price    (Instr. 3 and 4)     (Instr. 4)
- ---------  ----  ------   ------ --------   ----------------    ------------
                                                   

08/29/2005   J   5,400     A     $13.2500      74,875                I
08/29/2005   J     600     A     $13.2600      75,475                I
08/29/2005   J   1,100     A     $13.2800      76,575                I
08/29/2005   J     500     A     $13.2900      77,075                I
08/29/2005   J   2,000     A     $13.3000      79,075                I
08/29/2005   J     300     A     $13.3400      79,375                I
08/29/2005   J   1,500     A     $13.4600      80,875                I
08/29/2005   J   2,600     A     $13.4700      83,475                I
08/29/2005   J     200     A     $13.4800      83,675                I
08/29/2005   J     200     A     $13.5000      83,875                I
08/29/2005   J     900     A     $13.5300      84,775                I
08/29/2005   J     900     A     $13.5500      85,675                I
08/29/2005   J   1,200     A     $13.9600      86,875                I
08/29/2005   J     100     A     $13.9700      86,975                I
08/29/2005   J   1,400     A     $13.9900      88,375                I
08/29/2005   J     100     A     $13.6000      88,475                I
08/29/2005   J   1,300     A     $13.6300      89,775                I
08/29/2005   J   3,200     A     $13.6500      92,975                I
08/29/2005   J   2,100     A     $13.7000      95,075                I
08/29/2005   J   5,100     A     $13.7500     100,175                I
08/29/2005   J     500     A     $13.8000     100,675                I
08/29/2005   J     100     A     $13.8100     100,775                I
08/29/2005   J   1,300     A     $13.8200     102,075                I
08/29/2005   J     100     A     $13.8800     102,175                I
08/29/2005   J     200     A     $13.8900     102,375                I
08/29/2005   J   5,100     A     $13.9000     107,475                I
08/29/2005   J     600     A     $13.9100     108,075                I
08/29/2005   J   1,000     A     $13.9200     109,075                I
08/29/2005   J     400     A     $13.9400     109,475                I
08/29/2005   J     100     A     $13.9500     109,575                I

Additional Information

Exhibit 99.1

Additional Ownership Information

Valhi, Inc. (“Valhi”), and TIMET Finance Management Company (“TFMC”), Harold C. Simmons' spouse and Harold C. Simmons are the direct holders of approximately 83.1%, 0.5%, 0.2% and 0.1%, respectively, of the outstanding common stock of the issuer, NL Industries, Inc. (“NL”). Titanium Metals Corporation (“TIMET”) is the sole stockholder of TFMC.

Tremont LLC (“Tremont”), Harold C. Simmons' spouse, The Combined Master Retirement Trust (the “CMRT”), Valhi and Harold C. Simmons are the direct holders of approximately 39.4%, 14.6%, 12.0%, 4.5% and 1.4% of the outstanding shares of TIMET common stock. The ownership of Ms. Simmons is based on the 1,600,000 shares of the TIMET's 6 3/4% Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A. Preferred Stock ”), that she directly owns, which are convertible into 2,666,666 shares of the TIMET's common stock. The ownership of Valhi includes 24,500 shares of the TIMET's common stock that Valhi has the right to acquire upon conversion of 14,700 shares of Series A Preferred Stock that Valhi directly holds. The percentage ownership of the TIMET's common stock held by Ms. Simmons and Valhi assumes the full conversion of only the shares of Series A Preferred Stock owned by her or Valhi, respectively.

Valhi is the sole member of Tremont. Valhi Holding Company (“VHC”), the Harold Simmons Foundation, Inc. (the “Foundation”), the Contran Deferred Compensation Trust No. 2 (the “CDCT No. 2”) and the CMRT are the direct holders of 91.0%, 0.9%, 0.4% and 0.1%, respectively, of the common stock of Valhi. Valhi Group, Inc. (“VGI”), National City Lines, Inc. (“National”) and Contran Corporation (“Contran”) are the direct holders of 87.4%, 10.3% and 2.3%, respectively, of the outstanding common stock of VHC. National, NOA, Inc. (“NOA”) and Dixie Holding Company (“Dixie Holding”) are the direct holders of approximately 73.3%, 11.4% and 15.3%, respectively, of the outstanding common stock of VGI. Contran and NOA are the direct holders of approximately 85.7% and 14.3%, respectively, of the outstanding common stock of National. Contran and Southwest Louisiana Land Company, Inc. (“Southwest”) are the direct holders of approximately 49.9% and 50.1%, respectively, of the outstanding common stock of NOA. Dixie Rice Agricultural Corporation, Inc. (“Dixie Rice”) is the direct holder of 100% of the outstanding common stock of Dixie Holding. Contran is the holder of 100% of the outstanding common stock of Dixie Rice. Contran is also the holder of approximately 88.9% of the outstanding common stock of Southwest.

Substantially all of Contran’s outstanding voting stock is held by trusts established for the benefit of certain children and grandchildren of Harold C. Simmons (the “Trusts”), of which Mr. Simmons is the sole trustee, or is held by Mr. Simmons or persons or entities related to Mr. Simmons. As sole trustee of the Trusts, Mr. Simmons has the power to vote and direct the disposition of the shares of Contran stock held by the Trusts. Mr. Simmons, however, disclaims beneficial ownership of any shares of Contran stock that the Trusts hold.

Harold C. Simmons is the chairman of the board and chief executive officer of the issuer and the chairman of the board of each of Tremont, Valhi, VHC, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest and Contran.

The Foundation directly holds approximately 0.9% of the outstanding Valhi common stock. The Foundation is a tax-exempt foundation organized for charitable purposes. Harold C. Simmons is the chairman of the board and chief executive officer of the Foundation and may be deemed to control the Foundation.

The CDCT No. 2 directly holds approximately 0.4% of the outstanding Valhi common stock. U.S. Bank National Association serves as the trustee of the CDCT No. 2. Contran established the CDCT No. 2 as an irrevocable “rabbi trust” to assist Contran in meeting certain deferred compensation obligations that it owed to Harold C. Simmons. If the CDCT No. 2 assets are insufficient to satisfy such obligations, Contran is obligated to satisfy the balance of such obligations as they come due. Pursuant to the terms of the CDCT No. 2, Contran (i) retains the power to vote the shares of Valhi common stock held directly by the CDCT No. 2; (ii) retains dispositive power over such shares and (iii) may be deemed the indirect beneficial owner of such shares.

The CMRT directly holds approximately 12.0% of the outstanding shares of TIMET common stock and 0.1% of the outstanding shares of Valhi common stock. Valhi established the CMRT to permit the collective investment by master trusts that maintain the assets of certain employee benefit plans Valhi and related companies adopt. Harold C. Simmons is the sole trustee of the CMRT and a member of the trust investment committee for the CMRT. Valhi’s board of directors selects the trustee and members of the trust investment committee for the CMRT. Mr. Simmons is a participant in one or more of the employee benefit plans that invest through the CMRT. He disclaims beneficial ownership of any shares held by the CMRT, except to the extent of his individual vested beneficial interest, if any, in the assets held by the CMRT.

By virtue of the holding of the offices, the stock ownership and his service as trustee, all as described above, (a) Mr. Simmons may be deemed to control the entities described above and (b) Mr. Simmons and certain of such entities may be deemed to possess indirect beneficial ownership of shares of NL common stock that Valhi and TFMC hold directly. However, Mr. Simmons disclaims beneficial ownership of the shares of NL common stock beneficially owned, directly or indirectly, by any of such entities.

NL and a subsidiary of NL directly own 3,522,967 shares and 1,186,200 shares, respectively, of Valhi common stock. Pursuant to Delaware law, Valhi treats the shares of Valhi common stock that NL and the subsidiary of NL own directly as treasury stock for voting purposes and for the purposes of this statement are not deemed outstanding.

Harold C. Simmons' spouse is the direct owner of 1,600,000 shares of the Series A Preferred stock, 109,575 shares of NL common stock and 43,400 shares of Valhi common stock. Mr. Simmons may be deemed to share indirect beneficial ownership of such securities. Mr. Simmons disclaims beneficial ownership of all securities that his spouse holds directly.

Mr. Harold C. Simmons is the direct owner of 71,900 shares of the issuer's common stock (including options exerciseable for 4,000 shares), 221,200 shares of TIMET common stock and 3,383 shares of Valhi common stock.

A trust of which Harold C. Simmons and his spouse are co-trustees and the beneficiaries are the grandchildren of his spouse is the direct holder of 40,000 shares of Valhi common stock. Mr. Simmons, as co-trustee of this trust, has the power to vote and direct the disposition of the shares of Valhi common stock the trust holds. Mr. Simmons disclaims beneficial ownership of any shares of Valhi common stock that this trust holds.