| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TITANIUM METALS CORP [ TIE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/26/2007 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, $.01 par value | 02/26/2007 | C | 196,000 | A | (1) | 6,323,000 | I | by Valhi(2) | ||
| Common Stock, $.01 par value | 50,474,000 | I | by Tremont(3) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Series A Preferred Stock | (1) | 02/26/2007 | C | 14,700 | (1) | (4) | Common Stock, $.01 par value | 196,000 | (1) | 0 | I | by Valhi(2) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The 6-3/4% series A convertible preferred stock, par value $0.01 per share ("Series A Preferred Stock"), of the issuer is convertible into shares of the issuer's common stock at any time at the rate of thirteen and one-third shares of the issuer's common stock for each share of the Series A preferred Stock. Accordingly, on 02/26/2007, the reporting person converted 14,700 shares of Series A Preferred Stock into 196,000 shares of the issuer's common stock. |
| 2. Directly held by Valhi, Inc. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship among the persons joining in this filing. |
| 3. Directly held by Tremont LLC. 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. No expiration date. |
| Remarks: |
| Mr. Harold C. Simmons directly holds 5,112,900 shares of the Common Stock of the issuer. Mr. Simmons' spouse also owns 1,571,815 shares of the issuer's Series A Preferred Stock. Mr. Simmons disclaims beneficial ownership of the shares of the issuer's stock that his spouse owns and she disclaims beneficial ownership of all shares of the issuer's stock that she doesn't hold directly. This form is also filed on behalf of Dixie Holding Company, 5430 LBJ Freeway, Suite 1700, Dallas, TX 75240 By: /s/ A. Andrew R. Louis, Secretary (executed 02/28/2007) and Annette C. Simmons, 5430 LBJ Freeway, Suite 1700, Dallas, TX 75240 By: /s/ A. Andrew R. Louis, Attorney-in-fact (executed 02/28/2007). See the Additional Information attached as Exhibit 99 to this filing for a description of the relationships among the issuer and the reporting persons. Exhibit Index 99 Additional Information |
| A. Andrew R. Louis, Secretary, for Contran Corporation | 02/28/2007 | |
| A. Andrew R. Louis, Secretary, for Valhi, Inc. | 02/28/2007 | |
| A. Andrew R. Louis, Secretary, for National City Lines, Inc. | 02/28/2007 | |
| A. Andrew R. Louis, Secretary, for Dixie Rice Agricultural Corporation, Inc. | 02/28/2007 | |
| A. Andrew R. Louis, Secretary, for Southwest Louisiana Land Company, Inc. | 02/28/2007 | |
| A. Andrew R. Louis, Secretary, for NOA, Inc. | 02/28/2007 | |
| A. Andrew R. Louis, Secretary, for Valhi Group, Inc. | 02/28/2007 | |
| A. Andrew R. Louis, Secretary, for Valhi Holding Company | 02/28/2007 | |
| A. Andrew R. Louis, Secretary, for Tremont LLC | 02/28/2007 | |
| A. Andrew R. Louis, Attorney-in-fact, for Harold C. Simmons | 02/28/2007 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||