LSB INDUSTRIES, INC. — Director's Dealing 2010

Feb 16, 2010

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: LSB INDUSTRIES INC (LXU)
CIK: 0000060714
Period of Report: 2009-04-01

Reporting Person: GOLSEN JACK E (Director, Chairman of the Board and CEO, 10% Owner)
Reporting Person: GOLSEN SYLVIA H (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-04-01	Common Stock	G	65415	—	Disposed	2540030	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-04-01	5.5 % Convertible Debentures (Common Stock)	$	G		Disposed	2012-07-01	Common Stock (145600)	Indirect
2009-04-01	Series B Preferred	$	G	490	Disposed		Common Stock (666666)	Indirect
2009-04-01	Series D Preferred	$	G	20311	Disposed		Common Stock (250000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	463726	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
5.5 % Convertible Debentures	$	2012-07-01	Common Stock (36400)		Indirect
Promissory Note	$		Common Stock (4000)		Direct

Footnotes

F1: These shares are held by 10 trusts established for the benefit of the children, grandchildren and a great-grandchild (the "Trusts") of the reporting persons, of which Jack E. Golsen is the trustee. The amount shown is the aggregate number of shares held in the Trusts. As the sole trustee, Mr. Golsen possesses voting and dispositive power over the Issuer securities held in the Trusts, but holds no pecuniary interest in the securities held by the Trusts and disclaims beneficial ownership of the shares held in the Trusts.

F2: Following the bona fide gifts reported herein, 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, 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 (4.322%). The number of shares listed in Column 5 of Table I includes 653,976 shares of common stock held directly by GFLLC and 1,886,054 shares of common stock held directly and indirectly by SBL. The number of shares listed in Column 9 of Table II included 4,000 shares of Series B Preferred held directly by GFLLC and 16,000 shares of Series B Preferred held directly or indirectly by SBL. Jack E. Golsen shares voting and dispositive power with his spouse over the Issuer securities held by GFLLC and shares voting and dis

F3: 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 Column 5 of Table I includes 1,602,099 shares owned directly by SBL and 283,955 shares owned directly by GPC, and the amount shown in Column 9 of Table II includes 12,000 shares of the Issuer's Series B Preferred owned directly by SBL and 4,000 shares of the Issuer's Series B Preferred owned directly by GPC. The number of shares listed in Column 9 of Table II includes 1,000,000 shares of Series D Preferred held by SBL. Voting and dispositive power over the securities held by SBL and GPC is shared by Jack E. Golsen, who is the chief executive officer and chairman of the board of the Issuer, and Barry H. Golsen, a director and the president of the Issuer. The reporting persons disclaim beneficial ownership of the Issuer securities held by SBL, except to the extent of their respective

F4: The Issuer's 5.5% Convertible Senior Subordinated Debentures due 2012 (the "Debentures") are convertible 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.

F5: This amount is the principal amount of the Debentures owned of record by the reporting persons' daughter, Linda F. Rappaport. The reporting persons hold no pecuniary interest in these debentures and disclaim any beneficial ownership therein, and this report shall not be deemed an admission that the reporting persons hold any pecuniary interest in or are the beneficial owners of these debentures for any purpose, including Section 16 of the Securities Exchange Act of 1934, as amended.

F6: 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.

F7: 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.

F8: Mr. Golsen holds a note from the Issuer payable on demand and convertible, at the option of the holder, at the rate of $2.00 for each share of common stock. The principal amount of the note is $8,000.

F9: On April 1, 2009, each reporting person made a bona fide gift of 2.072% of his and her membership interests in GFLLC. As a result, each reporting person's membership interest in GFLLC reduced to 43.516%. The amount of securities shown as disposed of by the reporting persons represents the bona fide gift of 2.072% of each reporting person's beneficial ownership in the Issuer securities held directly by GFLLC and indirectly by GFLLC through SBL.