Sec Form 4 Filing - Harper Katherine Carolyn @ Tronox Ltd - 2016-09-30

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 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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1. Name and Address of Reporting Person Harper Katherine Carolyn 2. Issuer Name and Ticker or Trading Symbol Tronox Ltd [ TROX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former SVP, CFO (Last) (First) (Middle) ONE STAMFORD PLAZA, 263 TRESSER BLVD., SUITE 1100 3. Date of Earliest Transaction (MM/DD/YY) 09/30/2016 (Street) STAMFORD, CT06901 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Class A 09/30/2016 F 65,142 D $ 9.37 112,920 ( 1 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Common Stock Options (right to buy) $ 21.98 ( 2 ) 12/29/2016( 3 ) Class A Common Stock 26,894 ( 3 ) 26,894 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Harper Katherine Carolyn ONE STAMFORD PLAZA, 263 TRESSER BLVD. SUITE 1100 STAMFORD, CT06901 Former SVP, CFO Signatures /s/ Richard L. Muglia, as attorney-in-fact 10/03/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the terms of Ms. Harper's Separation Agreement filed with the SEC on July 15, 2016, on September 30, 2016, the Company accelerated the vesting of 144,692 of previously granted time-based restricted shares. The Company withheld 65,142 shares to satisfy withholding tax obligations and Ms. Harper received the balance of 79,550 shares. ( 2 )As originally reported on Ms. Harper's Form 4 filed February 12, 2014, pursuant to the terms of the grant, the options would vest in three equal installments on the anniversary date of the grant. Pursuant to the terms of Ms. Harper's Separation Agreement, the vesting of the final installment of 8,965 options was accelerated to September 30, 2016. ( 3 )Pursuant to the option award agreement, the original expiration date of February 10, 2024 was shortened to December 29, 2016.

Remarks: As previously disclosed by the Company, Ms. Harper left the Company effective as of September 30, 2016 to pursue other career opportunities.

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).

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