Sec Form 4 Filing - SHEAR DAVID MICHAEL @ LSB INDUSTRIES INC - 2015-07-29

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 SHEAR DAVID MICHAEL 2. Issuer Name and Ticker or Trading Symbol LSB INDUSTRIES INC [ LXU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior VP/General Counsel/Sec (Last) (First) (Middle) 16 SOUTH PENNSYLVANIA AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 07/29/2015 (Street) OKLAHOMA CITY, OK73107 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 35,581 I By Trusts ( 1 )

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 Incentive Stock Option ( 2 ) $ 36.78 07/29/2015 A 20,000 ( 2 ) 07/29/2025 Common Stock 20,000 $ 0 20,000 D Incentive Stock Option ( 3 ) $ 36.78 07/29/2015 A 20,000 ( 3 ) 07/29/2025 Common Stock 20,000 $ 0 20,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SHEAR DAVID MICHAEL 16 SOUTH PENNSYLVANIA AVENUE OKLAHOMA CITY, OK73107 Senior VP/General Counsel/Sec SHEAR HEIDI L BROWN 16 SOUTH PENNSYLVANIA AVENUE OKLAHOMA CITY, OK73107 VP/Managing Counsel/Asst Sec Signatures David M. Shear 07/30/2015 Signature of Reporting Person Date Heidi L. Brown Shear 07/30/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The designated reporting person is David M. Shear. Mr. Shear's spouse, Heidi L. Brown Shear, jointly files this report with Mr. Shear. Heidi Shear is Vice President, Managing Counsel and Assistant Secretary of the Issuer. These shares are held in an account jointly owned by David Shear's revocable trust, of which he is settlor and trustee, and Heidi Shear's revocable trust, of which she is settlor and trustee. ( 2 )Incentive Stock Option ("ISO") granted by the Issuer to the reporting person under the Issuer's Incentive Stock Option Plans. An ISO for 20,000 shares of the Issuer's common stock exercisable at $36.78, with an expiration date of July 29, 2025, was granted to the reporting person on July 29, 2015. The ISO is for a term of 10 years from the date of grant. The ISO vests at the end of its respective years one through six in the following amounts: 16.5%, 16.5%, 16.5%, 16.5%, 16.5% and 17.5%. The ISO will be fully vested at the end of year six. ( 3 )ISO granted by the Issuer to the reporting person's spouse under the Issuer's Incentive Stock Option Plans. An ISO for 20,000 shares of the Issuer's common stock exercisable at $36.78, with an expiration date of July 29, 2025, was granted to the reporting person's spouse on July 29, 2015. The ISO is for a term of 10 years from the date of grant. The ISO vests at the end of its respective years one through six in the following amounts: 16.5%, 16.5%, 16.5%, 16.5%, 16.5% and 17.5%. The ISO will be fully vested at the end of year six.

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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