Edgar Filing: SIMMONS HAROLD C

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SIMMONS HAROLD C

2. Issuer Name and Ticker or Trading Symbol
VALHI INC /DE/ [VHI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman of the Board

(Last)

(First)

(Middle)

5430 LBJ FREEWAY, SUITE 1700

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2011

(Street)

DALLAS, TX 75240

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.01 par value per share	06/17/2011		P⁽¹⁾		2,000	A	$ 41.8	1,444,428	I	by TFMC ⁽²⁾
Common Stock, $0.01 par value per share	06/17/2011		P⁽¹⁾		3,713	A	$ 42.25	1,448,141	I	by TFMC ⁽²⁾
Common Stock, $0.01 par value per share	06/17/2011		P⁽¹⁾		5,000	A	$ 42.75	1,453,141	I	by TFMC ⁽²⁾
Common Stock, $0.01 par value per share	06/17/2011		P⁽¹⁾		5,000	A	$ 42.85	1,458,141	I	by TFMC ⁽²⁾
Common Stock, $0.01 par value per share	06/17/2011		P⁽¹⁾		100	A	$ 42.895	1,458,241	I	by TFMC ⁽²⁾
Common Stock, $0.01 par value per share	06/17/2011		P⁽¹⁾		4,900	A	$ 43	1,463,141	I	by TFMC ⁽²⁾
Common Stock, $0.01 par value per share	06/17/2011		P⁽¹⁾		4,287	A	$ 43.1	1,467,428	I	by TFMC ⁽²⁾
Common Stock, $0.01 par value per share								104,813,316	I	by VHC ⁽³⁾
Common Stock, $0.01 par value per share								366,847	I	by CDCT ⁽⁴⁾
Common Stock, $0.01 par value per share								380,216	D
Common Stock, $0.01 par value per share								219,796	I	by Spouse ⁽⁵⁾
Common Stock, $0.01 par value per share								25,915	I	by Contran ⁽⁶⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SIMMONS HAROLD C 5430 LBJ FREEWAY, SUITE 1700 DALLAS, TX 75240	X	X	Chairman of the Board
CONTRAN CORP 5430 LBJ FREEWAY, SUITE 1700 DALLAS, TX 75240		X
VALHI HOLDING CO 5430 LBJ FREEWAY, SUITE 1700 DALLAS, TX 75240		X
DIXIE RICE AGRICULTURE CORP INC 5430 LBJ FREEWAY, SUITE 1700 DALLAS, TX 75240		X

Signatures

A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons		06/17/2011
^**Signature of Reporting Person		Date
A. Andrew R. Louis, Secretary, for Contran Corporation		06/17/2011
^**Signature of Reporting Person		Date
A. Andrew R. Louis, Secretary, for Valhi Holding Company		06/17/2011
^**Signature of Reporting Person		Date
A. Andrew R. Louis, Secretary, for Dixie Rice Agricultural Corporation, Inc.		06/17/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Open market purchase by TIMET Finance Management Company. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships to the persons joining in this filing.
(2)	Directly held by TIMET Finance Management Company. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships to the persons joining in this filing.
(3)	Directly held by Valhi Holding Company. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship among the persons joining in this filing.
(4)	Directly held by the Contran Amended and Restated Deferred Compensation Trust. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships to the persons joining in this filing.
(5)	Directly held by the reporting person's wife. Mr. Simmons disclaims beneficial ownership of any shares of the issuer's common stock that his wife holds. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationships among the persons joining in this filing.
(6)	Directly held by Contran Corporation. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship among the persons joining in this filing.
Remarks: Exhibit Index: Exhibit 99 - Additional Information

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