Filing Details
- Accession Number:
- 0001140361-11-015508
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2011-03-09 12:00:00
- Reporting Period:
- 2011-03-07
- Filing Date:
- 2011-03-09
- Accepted Time:
- 2011-03-09 19:35:31
- SEC Url:
- Form 4 Filing
Issuer
Cik | Name | Symbol | Sector (SIC) | IRS No |
---|---|---|---|---|
60714 | Lsb Industries Inc | LXU | Industrial Inorganic Chemicals (2810) | 731015226 |
Insiders
Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
---|---|---|---|---|---|---|---|
1005714 | H Barry Golsen | P O Box 705 Oklahoma City OK 73102 | President And Coo | Yes | Yes | Yes | No |
Reported Non-Derivative Transactions
Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|---|---|---|---|---|---|
Common Stock | Disposition | 2011-03-07 | 30,000 | $35.16 | 277,889 | No | 4 | S | Direct | |
Common Stock | Disposition | 2011-03-07 | 3,079 | $34.88 | 60,820 | No | 4 | S | Indirect | By GFLLC |
Common Stock | Disposition | 2011-03-07 | 1,244 | $35.83 | 59,576 | No | 4 | S | Indirect | By GFLLC |
Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|
No | 4 | S | Direct | |
No | 4 | S | Indirect | By GFLLC |
No | 4 | S | Indirect | By GFLLC |
Reported Derivative Transactions
Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
---|---|---|---|---|---|---|---|
Common Stock | 5.5% Convertible Debentures | Disposition | 2011-03-07 | 0 | $53,097.00 | 1,542 | $0.00 |
Common Stock | 5.5% Convertible Debentures | Disposition | 2011-03-07 | 0 | $426,122.00 | 12,376 | $0.00 |
Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
---|---|---|---|---|---|---|
0 | 2012-07-01 | No | 4 | S | Indirect | |
0 | 2012-07-01 | No | 4 | S | Indirect |
Reported Non-Derivative Holdings
Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
---|---|---|---|
Common Stock | 533 | Indirect | By Spouse |
Common Stock | 320,629 | Indirect | By SBL |
Reported Derivative Holdings
Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
---|---|---|---|---|---|---|---|
Common Stock | Series B Preferred | $0.00 | 17,061 | 512 | Indirect | ||
Common Stock | Series B Preferred | $0.00 | 90,666 | 2,720 | Indirect | ||
Common Stock | Series D Preferred | $0.00 | 5,296 | 21,183 | Indirect | ||
Common Stock | Series D Preferred | $0.00 | 42,500 | 170,000 | Indirect |
Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
---|---|---|---|
17,061 | 512 | Indirect | |
90,666 | 2,720 | Indirect | |
5,296 | 21,183 | Indirect | |
42,500 | 170,000 | Indirect |
Footnotes
- On March 7, 2010, Barry H. Golsen sold a total of 30,000 shares of the Issuer's common stock at a weighted average price per share of $35.16, which is based on multiple prices ranging from $35.00 to $35.69. The reporting person undertakes to provide to the Issuer, any securityholder 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 such range.
- These shares of common stock are owned of record by the reporting person's spouse. The reporting person disclaims beneficial ownership of the shares owned by his spouse.
- Golsen Family, L.L.C. ("GFLLC") is owned by Jack E. Golsen, chief executive officer and chairman of the board of the Issuer, through his revocable trust (43.516%), his spouse, Sylvia Golsen through her revocable trust (43.516%), his sons, Barry H. Golsen, a director and the president of the Issuer (4.323%), and Steven J. Golsen, executive officer of a subsidiary of the Issuer (4.323%), and his daughter, Linda F. Rappaport (4.323%). The Issuer securities reported as beneficially owned by GFLLC includes the shares beneficially owned by GFLLC through SBL (see footnote 3). The reporting person disclaims beneficial ownership of the Issuer securities held by GFLLC, except to the extent of his pecuniary interest therein.
- SBL, 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 1,602,099 shares of common stock owned by SBL and 283,955 shares of common stock owned directly by GPC, and 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 possessed by Jack E. Golsen, who is the chief executive officer and chairman of the board of the Issuer, and Barry Golsen, a director and the president of the Issuer. Although Barry Golsen shares voting and dispositive power over the securities held by SBL and GPC, only his pecuniary interest in such securities is reported herein.
- The 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 SBL.
- The Issuer's 5.5% Convertible Senior Subordinated Debentures due 2012 (the "Debentures") are convertible at any time at the option of the holder in whole or in part into the Issuer's common stock prior to their maturity. The conversion rate of the Debentures is 36.4 shares of the Issuer's common stock per $1,000 principal amount of Debentures (representing a conversion price of $27.47 per share of common stock), subject to adjustment under certain conditions as set forth in the Indenture, dated June 28, 2007 (the "Indenture"), by the Issuer in favor of UMB Bank, N.A., as Trustee, filed as Exhibit 4.2 to the Issuer's Form 8-K on June 29, 2007. The Debentures bear interest at the rate of 5.5% per year and mature on July 1, 2012. On March 7, 2011, SBL sold $2,000,000 principal amount of the Debentures for an aggregate purchase price of $2,506,600, and the amounts disclosed in this report represent the reporting person's pecuniary interest in such sale. See footnote 4.
- Each 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.
- The 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.
- On March 7, 2011, GFLLC sold a total of 100,000 shares of the Issuer's common stock, comprised of 71,222 shares sold at a weighted average price per share of $34.88 based on multiple prices ranging from $34.52 to $35.51, and 28,778 shares sold at a weighted average price per share of $35.83 based on multiple prices ranging from $35.52 to $36.24. The reporting persons undertake to provide to the Issuer, any securityholder 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 such range. These shares were sold pursuant to the Rule 10b5-1 Sales Plan adopted by GFLLC on December 29, 2010.
- In addition to the purchase price, SBL received $21,083.33 for 69 days of accrued interest in addition to the purchase price paid for the $2,000,000 in Debentures sold.