Edgar Filing: SIMMONS HAROLD C

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

CONTRAN CORP

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)

(Last)

(First)

(Middle)

5430 LBJ FREEWAY, SUITE 1700

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2007

(Street)

DALLAS, TX 75240

4. If Amendment, Date 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

(City)

(State)

(Zip)

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
6% Series A Preferred Stock, par value $0.01 per share	03/26/2007		J⁽¹⁾		5,000	A	⁽¹⁾	5,000	D

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CONTRAN CORP 5430 LBJ FREEWAY, SUITE 1700 DALLAS, TX 75240		X
SIMMONS HAROLD C 5430 LBJ FREEWAY, SUITE 1700 DALLAS, TX 75240	X	X	Chairman of the Board

Signatures

A. Andrew R. Louis, Secretary, for Contran Corporation		12/04/2009
^**Signature of Reporting Person		Date
A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons		12/04/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The description of the transactions whereby Contran Corporation acquired 5,000 shares of the issuer's 6% series A preferred stock on March 26, 2007 that is in the issuer's Current Report on Form 8-K/A (Amendment No. 1) that the issuer filed with the U.S. Securities and Exchange Commission on March 30, 2007 is incorporated herein by reference. Such description is qualified in its entirety by the actual terms of the certificates and agreements that are filed as exhibits to this report, which exhibits are incorporated herein by reference from such Form 8-K/A or the issuer's Current Report on Form 8-K the issuer filed with the U.S. Securities and Exchange Commission on March 27, 2007.
Remarks: As of April 3, 2007, Harold C. Simmons and Annette C. Simmons owned 3,383 and 43,400 shares, respectively, of the common stock of the issuer. Mr. Simmons disclaims beneficial ownership of, and a pecuniary interest in, the shares of the issuer's common stock that his spouse owns. See the Additional Information filed as Exhibit 99.1 to this statement for a description of the relationships as of April 3, 2007 among the persons joining in this filing. Exhibit Index 4.1 - Amended and Restated Certificate of Designations, Rights and Preferences of the 6% Series A Preferred Stock of Valhi, Inc. (incorporated herein by reference to Exhibit 4.1 of the Current Report on Form 8-K/A (Amendment No. 1) that Valhi, Inc. filed with the U.S. Securities and Exchange Commission on March 30, 2007). 10.1 - Stock Purchase Agreement dated as of March 26, 2007 between Valhi, Inc. and Contran Corporation (incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K that Valhi, Inc. filed with the U.S. Securities and Exchange Commission on March 27, 2007). 10.2 - Consent Agreement dated as of March 29, 2007 between Valhi, Inc. and Contran Corporation (incorporated herein by reference to Exhibit 10.2 of the Current Report on Form 8-K/A (Amendment No. 1) that Valhi, Inc. filed with the U.S. Securities and Exchange Commission on March 30, 2007). 99.1* - Additional Information *Filed herewith.

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