SEC Form 4 · accession 0001140361-15-022849
LSB INDUSTRIES, INC. · LXU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Linda F Rappaport
10% Owner
Period of report
Jun 1, 2015
Accepted (ET)
Jun 2, 2015 · 4:49 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000060714
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF8,F2 | Jun 1, 2015 | S | 9,000 | $41.50 | D | 51,433 | I | By Spouse |
| Common Stock | holding | — | — | — | 30,000 | D | ||
| Common StockF1 | holding | — | — | — | 14,578 | I | As Trustee | |
| Common StockF3,F5 | holding | — | — | — | 35,192 | I | By GFLLC | |
| Common StockF4,F5 | holding | — | — | — | 277,091 | I | By SBL |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B PreferredF5,F3,F6 | — | holding | — | — | — | — | — | Common Stock | 17,061 | 512 | I |
| Series B PreferredF5,F4,F6 | — | holding | — | — | — | — | — | Common Stock | 90,666 | 2,720 | I |
| Series D PreferredF5,F3,F7 | — | holding | — | — | — | — | — | Common Stock | 5,296 | 21,183 | I |
| Series D PreferredF5,F4,F7 | — | holding | — | — | — | — | — | Common Stock | 42,500 | 170,000 | I |
Explanation of responses
- F1These shares are owned of record by the reporting person through her trust, the Linda F. Rappaport 2011 Trust, of which the reporting person is settlor and trustee, with voting and dispositive power over the securities held in the trust.
- F2These shares are owned of record by the reporting person's spouse. The reporting person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for any purpose, including Section 16 of the Securities Exchange Act of 1934, as amended.
- F3Golsen Family, L.L.C. ("GFLLC") is owned by Jack E. Golsen, executive chairman of the board of the Issuer, through his revocable trust (43.516%) and another trust (43.516%), his sons, Barry Golsen, a director and the president and chief executive officer of the Issuer (4.323%), and Steven Golsen, an executive officer of a subsidiary of the Issuer (4.323%), and his daughter, Linda Rappaport (4.323%). The Issuer securities reported as beneficially owned by GFLLC include the shares beneficially owned by GFLLC through SBL (see footnote 4). The reporting person disclaims beneficial ownership of the Issuer securities held by GFLLC, except to the extent of her pecuniary interest therein.
- F4SBL, LLC ("SBL") is owned by GFLLC (49%), Barry Golsen (17%), Steven Golsen (17%), and Linda Rappaport (17%). Golsen Petroleum Corporation ("GPC") is a wholly owned subsidiary of SBL. The amount shown in Table I includes 1,345,999 shares owned directly by SBL and 283,955 shares owned directly by GPC; 200,000 of these shares have been pledged as collateral. The amount shown in Table II includes 12,000 shares of the Issuer's Series B Preferred owned by SBL and 4,000 shares of the Issuer's Series B Preferred owned directly by GPC. Voting and dispositive power over the securities held by SBL and GPC is shared by Jack E. Golsen, who is executive chairman of the board of the Issuer, and Barry Golsen, a director and the president and chief executive officer of the Issuer.
- F5The amount of Issuer securities shown as beneficially owned by the reporting person is based on the reporting person's proportionate ownership in (1) GFLLC, which is comprised of (a) GFLLC's direct ownership of Issuer securities and (b) GFLLC's indirect ownership of Issuer securities through its proportionate ownership in SBL, and (2) SBL, which is comprised of (a) SBL's direct ownership of Issuer securities and (b) SBL's indirect ownership of Issuer securities through GPC. The reporting person disclaims beneficial ownership of the Issuer securities held by GFLLC, except to the extent of her pecuniary interest therein.
- F6Each share of the Issuer's Series "B" 12% Cumulative Preferred Stock is convertible, at the option of the holder into 33.3333 shares of the Issuer's common stock. Each share is convertible as long as such is outstanding.
- F7The Issuer's Series "D" 6% Cumulative, Convertible Class C Preferred Stock is convertible at the option of the holder into the Issuer's common stock at the rate of four shares of Preferred "D" for one share of common stock. Each share is convertible as long as such is outstanding.
- F8On June 1, 2015, the reporting person's spouse sold a total of 9,000 shares of the Issuer's common stock (the beneficial ownership of which is disclaimed by the reporting person) at the weighted average price per share of $41.50, which is based on multiple prices ranging from $41.50 to $41.54. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.