| 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
TEXAS INDUSTRIES INC [ TXI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/10/2010 | ||||||||||||||||||||||||||
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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 | 03/10/2010 | D | 1,000(1)(2) | D | $0 | 2,826,556 | I | See Footnotes(3)(4)(5) | ||
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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 | ||||||||
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. These shares of restricted stock were previously granted to Dennis A. Johnson in connection with his service as a director of Texas Industries, Inc. (the "Company") subject to certain vesting and forfeiture provisions. On March 10, 2010, Mr. Johnson resigned as a director of the Company and all 1,000 shares were forfeited and the ownership thereof has transferred back to the Company. |
| 2. On March 10, 2010, Mr. Johnson also resigned as a Managing Director of Shamrock Capital Advisors, Inc., Vice President of Shamrock Partners Activist Value Fund, L.L.C. ("Shamrock Partners"), and as portfolio manager of Shamrock Activist Value Fund, L.P. ("SAVF") and Shamrock Activist Value Fund IV, L.P. ("SAVF IV"). As a result of such resignations, and the forfeiture described in footnote (1), none of the Reporting Persons can be deemed to be the indirect beneficial owners of the restricted stock to which this statement relates. |
| 3. Mr. Gold and Shamrock Holdings of California, Inc. ("SHOC") are each a Managing Member of Shamrock Partners. SHOC is also a Special Limited Partner of SAVF. Shamrock Holdings, Inc. ("SHI") is the sole stockholder of SHOC. Mr. Gold is the sole trustee of two trusts, each of which holds 50% of the outstanding SHI common stock. Accordingly, Mr. Gold may be deemed a controlling stockholder of SHI. Mr. Gold is a Director and President of both SHI and SHOC. Mr. Gold disclaims beneficial ownership of the shares held by each of SAVF and SAVF IV, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Gold is a beneficial owner of any such shares for purposes of Section 16 or for any other purpose. |
| 4. SAVF is the owner of 2,038,575 shares of common stock of the Company, $1.00 par value per share (the "Common Shares"). SAVF IV is the owner of 787,981 Common Shares. Each of SAVF and SAVF IV disclaims beneficial ownership of any Common Shares owned by the other, and this report shall not be deemed an admission that either beneficially owns the shares held by the other for Section 16 or any other purpose. |
| 5. As the general partner of SAVF and SAVF IV, Shamrock Activist Value Fund GP, L.L.C. (the "General Partner") may be deemed to beneficially own the shares held by the Fund. As the managing member of the General Partner, Shamrock Partners may be deemed to beneficially own the shares held by the Fund. Each of the General Partner and Shamrock Partners disclaims beneficial ownership of the shares held by the Fund, except to the extent of their pecuniary interests therein, if any, and this report shall not be deemed an admission that the General Partner or Shamrock Partners beneficially owns the shares held by the Fund for Section 16 or for any other purpose. |
| /s/ SHAMROCK ACTIVIST VALUE FUND, L.P. | 03/12/2010 | |
| /s/ SHAMROCK ACTIVIST VALUE FUND IV, L.P. | 03/12/2010 | |
| /s/ STANLEY P. GOLD | 03/12/2010 | |
| /s/ SHAMROCK ACTIVIST VALUE FUND GP, L.L.C. | 03/12/2010 | |
| /s/ SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C | 03/12/2010 | |
| ** 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. | ||