Sec Form 4 Filing - Harold C. Simmons Family Trust No. 2 @ VALHI INC /DE/ - 2018-05-07

Insider filing report for Changes in Beneficial Ownership
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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
Harold C. Simmons Family Trust No. 2
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)
THREE LINCOLN CENTER, 5430 LBJ FREEWAY, SUITE 1700
3. Date of Earliest Transaction (MM/DD/YY)
05/07/2018
(Street)
DALLAS, TX75240
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
Common Stock,par value $0.01 per share 05/07/2018 J( 1 ) 3,686,866 D 310,346,282 ( 2 ) I By VHC ( 2 )
Common Stock,par value $0.01 per share 3,636 D ( 3 )
Common Stock,par value $0.01 per share 52,500 I By Connelly Trust ( 4 )
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 Other
Harold C. Simmons Family Trust No. 2
THREE LINCOLN CENTER, 5430 LBJ FREEWAY
SUITE 1700
DALLAS, TX75240
X
Simmons Lisa K
THREE LINCOLN CENTER, 5430 LBJ FREEWAY
SUITE 1700
DALLAS, TX75240
X
CONNELLY SERENA S
THREE LINCOLN CENTER, 5430 LBJ FREEWAY
SUITE 1700
DALLAS, TX75240
X
VALHI HOLDING CO
5430 LBJ FREEWAY, SUITE 1700
DALLAS, TX75240
X
Signatures
Andrew B. Nace, Attorney-in-fact, for Lisa K. Simmons, Co-Trustee of the Harold C. Simmons Family Trust No. 2 05/17/2018
Signature of Reporting Person Date
Andrew B. Nace, Attorney-in-fact, for Serena S. Connelly, Co-Trustee of the Harold C. Simmons Family Trust No. 2 05/17/2018
Signature of Reporting Person Date
Andrew B. Nace, Executive Vice President of Valhi Holding Company 05/17/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )See Exhibit 99.1 attached hereto for a description of the transaction.
( 2 )Directly held by Valhi Holding Company ("VHC"). See Exhibit 99.2 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.
( 3 )Directly held by Serena Simmons Connelly.
( 4 )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 Index99.1 Description of the Transaction99.2 Additional Information

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