Sec Form 3 Filing - Cristal Inorganic Chemicals Netherlands Cooperatief W.A. @ Tronox Holdings plc - 2019-04-10

FORM 3 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 Cristal Inorganic Chemicals Netherlands Cooperatief W.A. 2. Issuer Name and Ticker or Trading Symbol Tronox Holdings plc [ TROX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) Director by Deputization* (Last) (First) (Middle) WORLD TRADE CENTER TOWER C, 15TH FLOOR, STRAWINSKYLAAN 1543 1077 XX 3. Date of Earliest Transaction (MM/DD/YY) 04/10/2019 (Street) AMSTERDAM, P7 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (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 Ordinary Shares, par value $0.01, per share 37,580,000 D ( 1 ) ( 2 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Othe r Cristal Inorganic Chemicals Netherlands Cooperatief W.A. WORLD TRADE CENTER TOWER C, 15TH FLOOR STRAWINSKYLAAN 1543 1077 XX AMSTERDAM, P7 X X Director by Deputization* National Titanium Dioxide Co Ltd SARI STREET, AL RABWAH DISTRICT 4284 JEDDAH, T023446-6762 X National Industrialization Co Ltd. BUSINESS GATE, BLDG. C3 AIRPORT ROAD, P.O. BOX 26707 RIYADH, T011496 X Signatures Cristal Inorganic Chemicals Netherlands Cooperatief W.A., By: /s/ Moazzam A. Khan, Director 04/19/2019 Signature of Reporting Person Date National Titanium Dioxide Co. Ltd., By: /s/ Dr. Talal Al-Shair, Chairman of the Board 04/19/2019 Signature of Reporting Person Date National Industrialization Company, By: /s/ Mutlaq H. Al-Morished, Chief Executive Officer 04/19/2019 Signature of Reporting Person Date

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.

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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