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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 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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
TITANIUM METALS CORP [ TIE ] 		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)
05/22/2006
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
Common Stock, $.01 par value 05/22/2006 J(1) 500 A $32.17 5,665,500 I by Valhi(2)
Common Stock, $.01 par value 05/22/2006 J(1) 400 A $32.3 5,665,900 I by Valhi(2)
Common Stock, $.01 par value 05/22/2006 J(1) 300 A $32.32 5,666,200 I by Valhi(2)
Common Stock, $.01 par value 05/22/2006 J(1) 500 A $33.33 5,666,700 I by Valhi(2)
Common Stock, $.01 par value 05/22/2006 J(1) 700 A $32.34 5,667,400 I by Valhi(2)
Common Stock, $.01 par value 05/22/2006 J(1) 500 A $32.35 5,667,900 I by Valhi(2)
Common Stock, $.01 par value 05/22/2006 J(1) 700 A $32.36 5,668,600 I by Valhi(2)
Common Stock, $.01 par value 05/22/2006 J(1) 6,400 A $32.37 5,675,000 I by Valhi(2)
Common Stock, $.01 par value 05/22/2006 J(1) 2,200 A $32.46 5,677,200 I by Valhi(2)
Common Stock, $.01 par value 05/22/2006 J(1) 2,300 A $32.47 5,679,500 I by Valhi(2)
Common Stock, $.01 par value 05/22/2006 J(1) 30,500 A $32.5 5,710,000 I by Valhi(2)
Common Stock, $.01 par value 05/22/2006 J(1) 1,200 A $32.61 5,711,200 I by Valhi(2)
Common Stock, $.01 par value 05/22/2006 J(1) 500 A $32.69 5,711,700 I by Valhi(2)
Common Stock, $.01 par value 05/22/2006 J(1) 1,100 A $32.7 5,712,800 I by Valhi(2)
Common Stock, $.01 par value 05/22/2006 J(1) 100 A $32.74 5,712,900 I by Valhi(2)
Common Stock, $.01 par value 05/22/2006 J(1) 300 A $32.75 5,713,200 I by Valhi(2)
Common Stock, $.01 par value 05/22/2006 J(1) 5,100 A $32.78 5,718,300 I by Valhi(2)
Common Stock, $.01 par value 05/22/2006 J(1) 1,700 A $32.8 5,720,000 I by Valhi(2)
Common Stock, $.01 par value 50,474,000 I by Tremont(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)
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)
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)
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)
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)
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)
1. Name and Address of Reporting Person*
NOA INC
(Last) (First) (Middle)
5430 LBJ FREEWAY
SUITE 1700
(Street)
DALLAS TX 75240
(City) (State) (Zip)
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)
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)
1. Name and Address of Reporting Person*
TREMONT LLC
(Last) (First) (Middle)
5430 LBJ FREEWAY
SUITE 1700
(Street)
DALLAS TX 75240
(City) (State) (Zip)
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)
Explanation of Responses:
1. Open market purchase by Valhi, Inc. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the persons joining in this filing.
2. Directly held by Valhi, Inc. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship among the persons joining in this filing.
3. Directly held by Tremont LLC. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship among the persons joining in this filing.
Remarks:
All share amounts have been adjusted to reflect the two-for-one split in the form of a stock dividend declared by the issuer's board of directors and paid as of the close of business on May 15, 2006, to holders of record as of the close of business on May 5, 2006. Mr. Harold C. Simmons and his spouse directly hold 4,167,400 and 128,600 shares, respectively, of the Common Stock of the issuer. Mrs. Simmons also owns 1,600,000 shares of the issuer's Series A Preferred Stock. Mr. Simmons disclaims beneficial ownership of the shares of the issuer's stock that his spouse owns. This form is also filed on behalf of Dixie Holding Company, 5430 LBJ Freeway, Suite 1700, Dallas, TX 75240 By: /s/ A. Andrew R. Louis, Secretary (executed 05/22/2006). See the Additional Information attached as Exhibit 99 to this filing for a description of the relationships among the issuer and the reporting persons. Exhibit Index 99 Additional Information
A. Andrew R. Louis, Secretary, for Contran Corporation 05/22/2006
A. Andrew R. Louis, Secretary, for Valhi, Inc. 05/22/2006
A. Andrew R. Louis, Secretary, for National City Lines, Inc. 05/22/2006
A. Andrew R. Louis, Secretary, for Dixie Rice Agricultrual Corporation, Inc. 05/22/2006
A. Andrew R. Louis, Secretary, for Southwest Louisiana Land Company, Inc. 05/22/2006
A. Andrew R. Louis, Secretary, for NOA, Inc. 05/22/2006
A. Andrew R. Louis, Secretary, for Valhi Group, Inc. 05/22/2006
A. Andrew R. Louis, Secretary, for Valhi Holding Company 05/22/2006
A. Andrew R. Louis, Secretary, for Tremont LLC 05/22/2006
A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons 05/02/2006
** 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: Additional Exhibits
Additional Information

     Tremont LLC ("Tremont"), Annette C. Simmons, The Combined Master Retirement
Trust (the "CMRT"),  Valhi, Inc. ("Valhi") and Harold C. Simmons are the holders
of  approximately  33.4%,  12.4%,  10.2%,  3.9% and 2.8%,  respectively,  of the
outstanding  shares of common stock of the issuer.  The ownership of Ms. Simmons
includes  21,333,333  shares of the issuer's common stock that she has the right
to acquire  upon  exercise of  1,600,000  shares of the issuer's 6 3/4% Series A
Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferrred
Stock"),  that she directly owns. The ownership of Valhi includes 196,000 shares
of the issuer'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 issuer'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 and Valhi, respectively.

     Valhi is the direct holder of 100% of the outstanding  membership interests
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  Combined  Master  Retirement  Trust (the  "CMRT") are the direct
holders of 91.7%,  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  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 and  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 other entities related to Mr. Simmons. As sole trustee
of each of the  Trusts,  Mr.  Simmons  has the  power  to vote  and  direct  the
disposition  of the shares of  Contran  stock  held by each of the  Trusts.  Mr.
Simmons, however,  disclaims beneficial ownership of any shares of Contran stock
that the Trusts hold.

     The CMRT directly holds  approximately  10.2% of the outstanding  shares of
the  issuer's  common stock and 0.1% of the  outstanding  shares of Valhi common
stock.  Contran  sponsors the CMRT,  which permits the collective  investment by
master trusts that maintain the assets of certain employee benefit plans Contran
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.  Mr. Simmons is a
participant in one or more of the employee benefit plans that invest through the
CMRT.

     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 of 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 owes
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.

     Valhi and a  subsidiary  of the issuer are the direct  holders of 83.1% and
0.5%,  respectively,  of the  outstanding  common stock of NL  Industries,  Inc.
("NL").  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 as
treasury  stock for voting  purposes and for the purposes of this statement such
shares are not deemed outstanding.

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

     By virtue of the  holding  of the  offices,  the  stock  ownership  and his
services 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 the
issuer's  securities  directly held by certain of such other entities.  However,
Mr. Simmons disclaims beneficial ownership of the securities beneficially owned,
directly or  indirectly,  by any of such  entities,  except to the extent of his
vested beneficial  interest,  if any, in the shares of the issuer's common stock
the CMRT directly holds.  Other than  securities  that she holds  directly,  Ms.
Simmons  disclaims  beneficial  ownership  of  all of  the  issuer's  securities
beneficially  owned,  directly  or  indirectly,  by any of such  entities or Mr.
Simmons.

     Annette C. Simmons is the wife of Harold C. Simmons and the direct owner of
128,600 shares of the issuer's  common stock,  1,600,000  shares of the Series A
Preferred  Stock,  200,275  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 shares. Mr. Simmons disclaims all such beneficial ownership.

     Harold C. Simmons is the direct  owner of 4,167,400  shares of the issuer's
common  stock,  446,100  shares  of NL common  stock  (including  stock  options
exercisable for 2,000 shares) and 3,383 shares of Valhi common stock.

     A trust, of which Harold C. Simmons and Annette C. Simmons are trustees and
the beneficiaries are the grandchildren of Ms. Simmons,  is the direct holder of
36,500 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 the Valhi
common  stock the  trust  holds.  Mr.  Simmons  and his  spouse  each  disclaims
beneficial  ownership  of any shares of the Valhi  common  stock that this trust
holds.