LSB INDUSTRIES, INC. — Director's Dealing 2012

Feb 14, 2012

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: LSB INDUSTRIES INC (LXU)
CIK: 0000060714
Period of Report: 2011-12-31

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
2011-11-02	Common Stock	G	88812	—	Disposed	57938	Indirect
2011-12-02	Common Stock	G	42062	—	Acquired	100000	Indirect
2011-11-02	Common Stock	G	88812	—	Disposed	57938	Indirect
2011-12-02	Common Stock	G	42062	—	Disposed	15876	Indirect
2011-11-02	Common Stock	G	177624	—	Acquired	569304	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4000	Direct
Common Stock	15392	Indirect
Common Stock	1958854	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series D Preferred	$		Common Stock (250000)	1000000	Indirect
Series B Preferred	$		Common Stock (533333)	16000	Indirect
Series B Preferred	$		Common Stock (133333)	4000	Indirect

Footnotes

F1: 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 (4.323%). Jack E. Golsen shares voting and dispositive power with his spouse over the Issuer securities held by GFLLC and shares voting and dispositive power over the Issuer securities held by SBL (see footnote 2). The reporting persons report beneficial ownership of all securities held by GFLLC and SBL due to Jack E. Golsen's shared voting and dispositive power over the securities beneficially owned by GFLLC and SBL, but disclaim beneficial ownership of such securities, except to the extent of their respective pecuniary interest therein.

F2: 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 1,674,899 shares of common stock owned directly 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 directly 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 the chief executive officer and chairman of the board of the Issuer, and Barry H. Golsen, a director and the president of the Issuer.

F3: These shares of common stock are owned of record by the reporting person through his trust, the Jack E. Golsen 1992 Trust, of which the reporting person is settlor and trustee, with voting and dispositive power over the securities held in the trust.

F4: These shares of common stock are owned of record by the reporting person's spouse, through her trust, the Sylvia H. Golsen 1992 Trust, of which Sylvia H. Golsen is settlor and trustee.

F5: These shares are held by separate 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 settlor and 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, Mr. Golsen possesses sole voting and dispositive power over the Issuer securities held in the Trusts, but holds no pecuniary interest in the securities held by the Trusts.

F6: 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.

F7: 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.