| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
| |||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 04/10/2019 | 3. Issuer Name and Ticker or Trading Symbol Tronox Holdings plc [ TROX ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Ordinary Shares, par value $0.01, per share | 37,580,000 | D(1)(2) | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. The Ordinary Shares are beneficially owned directly by Cristal Inorganic Chemicals Netherlands Cooperatief W.A. ("CIC Coop") through its ownership of depositary receipts issued by Computershare Trust Company, N.A. and held on CIC Coop's behalf by GTU Ops Inc., in its capacity as custodian and nominee of CIC Coop. National Titanium Dioxide Co. Ltd. ("Cristal") is the sole member of CIC Coop. National Industrialization Company ("TASNEE") is a seventy-nine percent (79%) shareholder of Cristal. As such, each of the reporting persons may be deemed to beneficially own the shares of the Issuer owned directly by CIC Coop. |
| 2. Each reporting person disclaims beneficial ownership of such shares, and this report may not be deemed an admission either the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. |
| Remarks: |
| * CIC Coop has the right to appoint directors to the board and may be deemed to be a director by deputization. |
| Cristal Inorganic Chemicals Netherlands Cooperatief W.A., By: /s/ Moazzam A. Khan, Director | 04/19/2019 | |
| National Titanium Dioxide Co. Ltd., By: /s/ Dr. Talal Al-Shair, Chairman of the Board | 04/19/2019 | |
| National Industrialization Company, By: /s/ Mutlaq H. Al-Morished, Chief Executive Officer | 04/19/2019 | |
| ** 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 5 (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. | ||
