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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
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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*
Harold C. Simmons Family Trust No. 2
(Last) (First) (Middle)
THREE LINCOLN CENTER, 5430 LBJ FREEWAY
SUITE 1700
(Street)
DALLAS TX 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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/29/2014
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,par value $0.01 per share 12/29/2014 J(1) 3,223,598 D (1) 314,033,148 I By VHC(2)
Common Stock,par value $0.01 per share 12/29/2014 J(1) 3,223,598 A (1) 5,912,992 D(3)
Common Stock,par value $0.01 per share 87,900 I By Grandchildren's Trust(4)
Common Stock,par value $0.01 per share 1,212 D(5)
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*
Harold C. Simmons Family Trust No. 2
(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*
Simmons Lisa K
(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*
CONNELLY SERENA S
(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*
Simmons Annette C
(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)
Explanation of Responses:
1. See Exhibit 99.1 attached hereto for a description of the transaction.
2. Directly held by Valhi Holding Company ("VHC"). See Exhibit 99.2 to this statement for a description of the (i) the relationship of additional persons who may be deemed to beneficially own these shares and (ii) the shares in the transaction described in Exhibit 99.1.
3. Consist of 1,870,880 shares held directly by the estate of Harold C. Simmons of which Annette C. Simmons is the independent executor and the desinated legatee of these shares, 818,514 shares she holds directly and 3,223,598 shares held by the Annette C. Simmons Survivor's Trust under the 2005 Management Trust created by Harold C. Simmons and Annette C. Simmons, as settlors, as amended, of which Ms. Simmons is a co-trustee (the "Survivor's Trust"), which shares held by the Survivor's Trust were acquired by the Survivor's Trust in the transaction described in Exhibit 99.1. See Exhibit 99.2 to this statement for a description of the relationships among the persons joining in this filing,
4. Directly held by The Annette Simmons Grandchildren's Trust (the"Grandchildren'sTrust"). See Exhibit 99.2 to this statement for a description of the relationship among the reprting owners.
5. Directly held by Serena Simmons Connelly.
Remarks:
Exhibit Index 99.1 Description of the Transaction 99.2 Additional Information
A. Andrew R. Louis, Attorney-in-fact, for Lisa K. Simmons, Co-Trustee of the Harold C. Simmons Family Trust No. 1 12/31/2014
A. Andrew R. Louis, Attorney-in-fact, for Serena S. Connelly, Co-Trustee of the Harold C. Simmons Family Trust No. 1 12/31/2014
A. Andrew R. Louis, Attorney-in-fact, for Lisa K. Simmons, Co-Trustee of the Harold C. Simmons Family Trust No. 2 12/31/2014
A. Andrew R. Louis, Attorney-in-fact, for Serena S. Connelly, Co-Trustee of the Harold C. Simmons Family Trust No. 2 12/31/2014
A. Andrew R. Louis, Attorney-in-fact, for Annette C. Simmons 12/31/2014
A. Andrew R. Louis, Vice President of Valhi Holding Company 12/31/2014
** 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 99.1



Description of the Transaction

      On December 29, 2014 (the "Redemption Date"), VHC exercised

its right to redeem 3,791 shares (the "Redeemed Shares") of its

outstanding non-voting 2% Series A Convertible Preferred Stock,

par value $1.00 per share (the "Series A Preferred Stock"), held

by the Survivor's Trust, at a redemption price of $5,000.00 per

share (the "Redemption Price").  Payment of the Redemption Price

was made, at the election of VHC and pursuant to the terms of the

Certificate of Designation for the Series A Preferred Stock, in

3,223,598 shares of common stock, $0.01 par value per share, of

Valhi, Inc. "(Valhi") and cash in the amount of $243.76 for a

fractional share.


Exhibit 99.2

Additional Information



      The following is a description of the relationships among

the Reporting Persons and certain related entities or persons

that may be deemed to beneficially own shares ("Shares") of the

common stock of the issuer, Valhi.



      Lisa K. Simmons and Serena Simmons Connelly are daughters

of Harold C. Simmons.  Annette C. Simmons is the widow of Harold

C. Simmons and serves as independent executor of his estate, has

the power to vote and direct the disposition of the Shares held

by the estate and is the designated legatee of such Shares.



      Substantially all of the outstanding voting stock of

Contran Corporation ("Contran") is held by trusts established

for the benefit of Lisa K. Simmons and Serena Simmons Connelly,

daughters of Harold C. Simmons, and their children (the "Family

Trusts"), for which Ms. Lisa Simmons and Ms. Connelly are co-

trustees, or is held directly by Ms. Lisa Simmons and Ms.

Connelly or persons or entities related to them, including their

step-mother Annette C. Simmons, the widow of Harold C. Simmons.

Ms. Annette C. Simmons, Ms. Lisa Simmons and Ms. Connelly also

serve as members of the board of directors of Contran (the

"Contran Board").  Prior to his death on December 28, 2013, Mr.

Simmons served as sole trustee of the Family Trusts.  As co-

trustees of each of the Family Trusts, Ms. Lisa Simmons and Ms.

Connelly have the shared power to vote and direct the

disposition of the shares of Contran stock held by each of the

Family Trusts, and Ms. Lisa Simmons and Ms. Connelly each have

the power to vote and direct the disposition of shares of

Contran stock they hold directly or which is held by other

entities related to them.



      Under a voting agreement (the "Voting Agreement") entered

into effective February 3, 2014 by the voting stockholders of

Contran, as amended, the size of the Contran Board was initially

fixed at five (5) members; Ms. Lisa Simmons, Ms. Connelly and

Ms. Annette Simmons (and, in the event of their death, their

heirs) each have the right to designate one of the five members

of the Contran Board; and the remaining two members of the

Contran Board must consist of Contran management.  The Voting

Agreement terminates in February 2017 (unless Ms. Lisa Simmons,

Ms. Connelly and Ms. Annette Simmons otherwise unanimously

agree), and the ability of Ms. Lisa Simmons, Ms. Connelly, and

Ms. Annette Simmons to each designate one member of the Contran

Board is dependent upon each of their continued beneficial

ownership of at least 5% of the combined voting stock of

Contran.  In accordance with such Voting Agreement, each of Ms.

Lisa Simmons, Ms. Connelly and Ms. Annette Simmons have been

designated as members of the Contran Board as of February 3,

2014, along with two members of Contran management.



      Annette C. Simmons is the sole trustee of the

Grandchildren's Trust of which the beneficiaries are her

grandchildren, and she has the power to vote and direct the

disposition of the shares the trust holds.  She disclaims

beneficial ownership of any shares that this trust holds.



      The Survivor's Trust and another trust for which Ms.

Annette Simmons is one of the co-trustees are the holders, in

the aggregate, of 100% of the outstanding shares of Series A

Preferred Stock issued by VHC (both before and after the

transaction described in Exhibit 99.1 for this statement).

Annette C. Simmons is the current beneficiary of these trusts.



      Contran is the holder of 100% of the outstanding common

stock of Dixie Rice Agricultural Corporation, Inc. ("Dixie

Rice") and may be deemed to control Dixie Rice.  Dixie Rice is

the direct holder of 100% of the outstanding common stock of VHC

and may be deemed to control VHC.



      Lisa K. Simmons, Serena Simmons Connelly and Annette C.

Simmons are related to the following persons or entities that

directly hold the following percentages of the outstanding

Shares:



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

Survivor's Trust.......................................1.0%

Annette C. Simmons as the independent executor

of the Estate of Harold C. Simmons and the

designated legatee of his Shares.......................0.6%

Annette C. Simmons.....................................0.2%

The Grandchildren's Trust ...................Less than 0.1%

Serena Simmons Connelly......................Less than 0.1%



VHC may be deemed to control Valhi.  Contran may be deemed to

control VHC, by virtue of its ownership of Dixie Rice shares.



      Lisa K. Simmons, Serena Simmons Connelly and Annette C.

Simmons are related to the following persons or entities that

directly hold the following percentages of the outstanding

shares of NL Industries, Inc. ("NL") common stock:



Valhi.................................................83.0%

Annette C. Simmons as the independent executor

of the estate of Harold C. Simmons and the

designated legatee of his shares of NL common stock....2.2%

Annette C. Simmons.....................................0.9%

Kronos Worldwide, Inc. ("Kronos Worldwide")..Less than 0.1%

Serena Simmons Connelly......................Less than 0.1%



Valhi may be deemed to control NL.



Lisa K. Simmons, Serena Simmons Connelly and Annette C. Simmons

are related to the following persons or entities that directly

hold the following percentages of the outstanding shares of

Kronos Worldwide common stock:



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

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

Annette C. Simmons.....................................0.7%

Annette C. Simmons as the independent executor of the

estate of Harold C. Simmons and the designated legatee

of his shares of Kronos Worldwide common stock.........0.7%

Contran................................................0.1%



      Together, Valhi, NL and Contran may be deemed to control

Kronos Worldwide.



      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.  As already stated, Valhi

is the direct holder of approximately 83.0% of the outstanding

shares of NL common stock and 50.05% of the outstanding shares

of Kronos Worldwide common stock.  As a result of Valhi's direct

and indirect ownership of NL and Kronos Worldwide and pursuant

to Delaware law and Section 13(d)(4) of the Securities Exchange

Act of 1934, as amended, Valhi treats the shares of Valhi common

stock that NL and Kronos Worldwide own as treasury stock for

voting purposes.  For the purposes of this statement, such

shares of Valhi common stock that NL and Kronos Worldwide hold

are not deemed outstanding.



      By virtue of the stock ownership of each of Kronos

Worldwide, NL, Valhi, VHC, Dixie Rice and Contran, the role of

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

Trusts, Ms. Lisa Simmons and Ms. Connelly being beneficiaries of

the Family Trusts, the direct holdings of Contran voting stock

by each of Ms. Lisa Simmons, Ms. Connelly and Ms. Annette

Simmons and entities related to them, the position as a member

of the Contran Board by each of Ms. Lisa Simmons, Ms. Connelly

and Ms. Annette Simmons and the rights of each of Ms. Lisa

Simmons, Ms. Connelly and Ms. Annette Simmons under the Voting

Agreement, in each case as described above, (a) Ms. Lisa Simmons

and Ms. Connelly may be deemed to control each of the Family

Trusts, (b) Ms. Lisa Simmons, Ms. Connelly and Ms. Annette

Simmons may be deemed to control each of Contran, Dixie Rice,

VHC, Valhi, NL, Kronos Worldwide and CompX International Inc., a

subsidiary of NL, and (c) Ms. Lisa Simmons, Ms. Connelly, Ms.

Annette Simmons, Contran, Dixie Rice, VHC, Valhi, NL and Kronos

Worldwide may be deemed to possess indirect beneficial ownership

of, and a pecuniary interest in, shares of common stock directly

held by such entities, including any Shares.  However, Ms. Lisa

Simmons, Ms. Connelly and Ms. Annette Simmons each disclaims

beneficial ownership of all shares held, directly or indirectly,

by any of such entities, except to the extent of her pecuniary

interest therein.



      Except for the 5,912,992 Shares she, the Estate of Harold

C. Simmons and the Survivor's Trust hold directly, Annette C.

Simmons disclaims beneficial ownership of all Shares, except to

the extent of her pecuniary interest therein.  Except for the

1,212 Shares she holds directly, Serena Simmons Connelly

disclaims beneficial ownership of all Shares, except to the

extent of her pecuniary interest therein.  Lisa K. Simmons

disclaims beneficial ownership of all Shares, except to the

extent of her pecuniary interest therein.