LSB INDUSTRIES, INC. — Director's Dealing 2012

Jan 11, 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: ILLE BERNARD G (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-06	Common Stock	S	5000	$43.38	Disposed	10000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Nonqualified Stock Option	$7.86	2018-11-13	Common Stock (5000)	5000	Direct

Footnotes

F1: These shares are held by the revocable trust of the reporting person, of which he is the settler and trustee and possesses a pecuniary interest in the securities held by the trust.

F2: Nonqualified Stock Option ("NQSO") granted by the Issuer to the reporting person under the Issuer's Incentive Stock Plans. The NQSO is for a term of ten years from the date of grant, and the exercise price of the NQSO is based on the fair market value of the Issuer's common stock on the date of grant. An NQSO for 5,000 shares of the Issuer's common stock exercisable at $7.86, with an expiration date of November 13, 2018, was granted to the reporting person on November 13, 2008. This NQSO vests at the end of years one through six in the following amounts: 16.5%, 16.5%, 16.5%, 16.5%, 16.5% and 17.5%. This NQSO will be fully vested at the end of year six. As of the date of this report, the total number of shares underlying the NQSO is 5,000.

F3: On May 6, 2011, the reporting person sold a total of 5,000 shares of the Issuer's common stock, at the weighted average price per share of $43.38, which is based on multiple prices ranging from $43.36 to $43.45. 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 such range.