SEC Form 4 · accession 0001140361-17-008852
LSB INDUSTRIES, INC. · LXU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jack E Golsen
Officer — Exec. Chairman of the Board · Director · 10% Owner
Period of report
Feb 22, 2017
Accepted (ET)
Feb 23, 2017 · 5:02 pm EST
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 StockF2,F8 | Feb 22, 2017 | J | 227,828 | $0.00 | D | 0 | I | As Trustee |
| Common Stock | holding | — | — | — | 4,000 | D | ||
| Common StockF1 | holding | — | — | — | 15,876 | I | As Trustee | |
| Common StockF3 | holding | — | — | — | 15,392 | I | By GFLLC | |
| Common StockF4 | holding | — | — | — | 1,345,999 | I | By SBL | |
| Common StockF5 | holding | — | — | — | 283,955 | I | By GPC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series D PreferredF4,F6 | — | holding | — | — | — | — | — | Common Stock | 250,000 | 1,000,000 | I |
| Series B PreferredF4,F7 | — | holding | — | — | — | — | — | Common Stock | 400,000 | 12,000 | I |
| Series B PreferredF5,F7 | — | holding | — | — | — | — | — | Common Stock | 133,333 | 4,000 | I |
| Series B PreferredF3,F7 | — | holding | — | — | — | — | — | Common Stock | 133,333 | 4,000 | I |
Explanation of responses
- F1These shares of common stock are owned of record by a trust, of which Jack E. Golsen is trustee and holds a pecuniary interest.
- F2These shares are held by separate trusts established for the benefit of certain of the children, grandchildren, and great-grandchildren (the "Trusts") of the reporting person, of which the reporting person is the settlor and, until the date of the reported transaction, was the sole trustee. The amount shown is the aggregate number of shares held in the Trusts. No single Trust has more than one beneficiary. As the sole trustee, Jack E. Golsen possessed sole voting and dispositive power over the Issuer securities held in the Trusts, but held no pecuniary interest in the securities held by the Trusts. See fn 8, infra.
- F3Represents the aggregate number of shares of the Issuer's identified securities held by Golsen Family, L.L.C. ("GFLLC"). GFLLC is owned by (i) Jack E. Golsen, executive chairman of the board of the Issuer, through his revocable trust (43.516%) and through another trust (43.516%); (ii) his sons, Barry Golsen, a director of the Issuer, through his revocable trust (4.323%); (iii) Steven Golsen, through his revocable trust (4.323%); and (iv) his daughter, Linda Rappaport, through her revocable trust (4.323%). As sole manager of GFLLC, Jack E. Golsen shares voting and dispositive power with GFLLC over the Issuer securities held by such entity. The reporting person disclaims beneficial ownership of the shares owned by GFLLC, except to the extent of his pecuniary interest therein.
- F4Represents the aggregate number of shares of the Issuer's identified securities held by SBL, LLC ("SBL"). SBL is owned by GFLLC (49%); Barry Golsen, through his revocable trust (17%); Steven Golsen, through his revocable trust (17%); and Linda Rappaport, through her revocable trust (17%). 500,000 of the shares of Common Stock held by SBL have been pledged as collateral. Voting and dispositive power over the securities held by SBL is shared by SBL with Jack E. Golsen and Barry H. Golsen, the co-managers of SBL. The reporting person disclaims beneficial ownership of the shares owned by SBL, except to the extent of his pecuniary interest therein.
- F5Represents the aggregate number of shares of the Issuer's identified securities held by Golsen Petroleum Corporation ("GPC"). GPC is a wholly owned subsidiary of SBL. Voting and dispositive power over the portfolio securities held by GPC is shared by GPC with Jack E. Golsen and Barry H. Golsen, as officers and directors of GPC. The reporting person disclaims beneficial ownership of the shares owned by GPC, except to the extent of his pecuniary interest therein.
- F6The 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.
- F7Each 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.
- F8On February 22, 2017, the reporting person resigned as sole trustee of the Trusts. See fn 2, supra. As a result, the reporting person no longer is deemed to be the beneficial owner of the shares of common stock held by such trusts. No cash or other consideration was paid in connection with the transaction.