SEC Filing | Valhi

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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
VALHI INC /DE/ [ VHI ]

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

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2009

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, $0.01 par value per share	05/04/2009		P		1	A	$11.08	160,639	D
Common stock, $0.01 par value per share	05/04/2009		P		91	A	$11.09	160,730	D
Common stock, $0.01 par value per share	05/04/2009		P		308	A	$11.1	161,038	D
Common stock, $0.01 par value per share	05/04/2009		P		100	A	$11.05	161,138	D
Common stock, $0.01 par value per share								105,140,163	I	by VHI⁽¹⁾
Common stock, $0.01 par value per share								1,257,943	I	by TFMC⁽²⁾
Common stock, $0.01 par value per share								200,900	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 Holding Company. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship to the reporting person.

2. Directly held by TIMET Finance Management Company. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship to the reporting person.

3. Directly held by the reporting person's spouse. The reporting person disclaims beneficial ownership of any shares of the issuer's common stock that his spouse holds.

Remarks:

Exhibit Index: Exhibit 99 - Additional Information

	A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons	05/06/2009
	** 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.

f4vhi090504hcs.txt





Exhibit 99

Additional Information



     Valhi Holding Company ("VHC"), TIMET Finance Management Company

("TFMC"), the Harold Simmons Foundation, Inc. (the "Foundation"), Harold C.

Simmons' spouse, Harold C. Simmons and The Combined Master Retirement Trust

(the "CMRT") are the direct holders of 92.6%, 1.1%, 0.9%, 0.2%, 0.1% and

0.1%, respectively, of the common stock of the issuer, Valhi, Inc. ("Valhi").



     Titanium Metals Corporation ("TIMET") is the sole stockholder of TFMC.

VHC, Harold C. Simmons' spouse, the CMRT, Harold C. Simmons, NL Industries,

Inc. ("NL"), Valhi, the Contran Amended and Restated Deferred Compensation

Trust (the "CDCT") and the Foundation are the holders of 26.1%, 12.1%, 8.5%,

4.2%, 0.8%, 0.5%, 0.4% and 0.2%, respectively, of the outstanding common

stock of TIMET. NL's percentage ownership of TIMET common stock includes 0.3%

directly held by a subsidiary of NL. Valhi and TFMC are the direct holders of

83.1% and 0.5%, respectively, of the outstanding common stock of NL. Dixie

Rice Agricultural Corporation, Inc. ("Dixie Rice") is the direct holder of

100% of the outstanding common stock of VHC. Contran Corporation ("Contran")

is the holder of 100% of the outstanding common stock of Dixie Rice.



     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 Foundation directly holds approximately 0.9% of the outstanding

Valhi common stock and 0.2% of the outstanding TIMET 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 and may be

deemed to control the Foundation.



     The CDCT directly holds approximately 0.4% of the outstanding shares of

TIMET common stock.  U.S. Bank National Association serves as the trustee of

the CDCT.  Contran established the CDCT as an irrevocable "rabbi trust" to

assist Contran in meeting certain deferred compensation obligations that it

owes to Harold C. Simmons.  If the CDCT 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, Contran (i)

retains the power to vote the shares of the issuer's common stock held

directly by the CDCT, (ii) retains dispositive power over such shares and

(iii) may be deemed the indirect beneficial owner of such shares.



     The CMRT directly holds approximately 0.1% of the outstanding shares of

Valhi common stock and 8.5% of the outstanding TIMET common stock. Contran

sponsors the CMRT as a trust to permit the collective investment by master

trusts that maintain the assets of certain employee benefit plans Contran and

related companies adopt. Mr. 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.



     Mr. Harold C. Simmons is chairman of the board of Valhi, TIMET, VHC,

Dixie Rice and Contran, and chairman of the board and chief executive officer

of NL.



     By virtue of the offices held, the stock ownership and his services as

trustee, all as described above, (a) Mr. Simmons may be deemed to control

certain of such entities and (b) Mr. Simmons and certain of such entities may

be deemed to possess indirect beneficial ownership of, and a pecuniary

interest in, shares of common stock directly held by certain of such other

entities. However, Mr. Simmons disclaims such beneficial ownership of, and

such pecuniary interest in, such shares beneficially owned, directly or

indirectly, by any of such entities, except to the extent of his vested

beneficial interest, if any, in the shares the CDCT or the CMRT owns.



    The reporting person understands that NL and a subsidiary of NL directly

own 3,604,790 shares and 1,186,200 shares, respectively, of Valhi common

stock as of the date of this statement. As already stated, Valhi is the

direct holder of approximately 83.1% of the outstanding common stock of NL.

As a result of Valhi's direct and indirect ownership of NL and its

subsidiary, the reporting person further understands that, pursuant to

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

subsidiary own as treasury stock for voting purposes. For the purposes of

this statement, such shares of Valhi common stock that NL and its subsidiary

hold directly are not deemed outstanding.



     Harold C. Simmons' spouse is the direct owner of 21,825,875 shares of

TIMET common stock, 269,775 shares of NL common stock and 200,900 shares of

Valhi common stock. Mr. Simmons may be deemed to share indirect beneficial

ownership of such shares. Mr. Simmons disclaims beneficial ownership of all

securities that his spouse holds directly.



     Mr. Harold C. Simmons is the direct owner of 7,686,911 shares of TIMET

common stock, 880,600 shares of NL common stock and 161,138 shares of Valhi

common stock.



     A trust, of which Harold C. Simmons and his spouse are trustees and the

beneficiaries are the grandchildren of his spouse, is the direct holder of

34,000 shares of Valhi common stock and 17,432 shares of TIMET 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.