Valhi (VHI) Form 4 VALHI / C. Simmons Family Trust No. 2 Harold ownership change

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^*

Harold C. Simmons Family Trust No. 2

(Last) (First) (Middle)

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)
12/31/2018

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	12/31/2018		J(1)		310,346,282	D	(1)	0	I	By VHC(2)(3)
Common Stock, par value $0.01 per share	12/31/2018		J(1)		310,346,282	A	(1)	310,346,282(3)	I	By Dixie Rice(3)(4)
Common Stock, par value $0.01 per share								3,636	D(5)
Common Stock, par value $0.01 per share								52,500	I	By Connelly Trust(6)

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)

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 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^*

Dixie Rice Agricultural L.L.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)

1. Name and Address of Reporting Person^*

VALHI INC /DE/

(Last) (First) (Middle)

5430 LBJ FREEWAY, SUITE 1700

(Street)

DALLAS TX 75240

(City) (State) (Zip)

Explanation of Responses:

1. On December 31, 2018, Valhi Holding Company ("VHC") dissolved and distributed its assets in liquidation to its sole stockholder Dixie Rice Agricultural L.L.C. ("Dixie Rice"), including 310,346,282 shares of common stock of Valhi, Inc. ("Valhi") that were owned by VHC.

2. Directly held by VHC.

3. See Exhibit 99.1 to this statement for a description of the relationship of additional persons who may be deemed to beneficially own these shares, and for information regarding an additional 16,097,886 shares of Valhi common stock that are treated as treasury stock for voting purposes and are not included in the 310,346,282 number in column 5.

4. Directly held by Dixie Rice.

5. Directly held by Serena Simmons Connelly.

6. Held by the Serena S. Connelly 1998 Trust (the "Connelly Trust"), for which Serena Simmons Connelly is the sole trustee and sole beneficiary.

Remarks:

Exhibit Index 99.1 Additional Information

	Andrew B. Nace, Attorney-in-fact, for Lisa K. Simmons, Co-Trustee of the Harold C. Simmons Family Trust No. 2	01/02/2019
	Andrew B. Nace, Attorney-in-fact, for Serena S. Connelly, Co-Trustee of the Harold C. Simmons Family Trust No. 2	01/02/2019
	Andrew B. Nace, Executive Vice President of Valhi Holding Company	01/02/2019
	Andrew B. Nace, Executive Vice President of Dixie Rice Agricultural L.L.C.	01/02/2019
	** Signature of Reporting Person	Date
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