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NL INDUSTRIES INC Director's Dealing 2012

May 16, 2012

33327_dirs_2012-05-16_933de873-c639-4371-9a8d-c20e6013ebd3.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NL INDUSTRIES INC (NL)
CIK: 0000072162
Period of Report: 2012-05-16

Reporting Person: SIMMONS HAROLD C (Director, Chairman of the Board & CEO, 10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-05-16 Common stock $0.125 par value A 1000 Acquired 1053054 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common stock $0.125 par value 40387531 Indirect
Common stock $0.125 par value 222100 Indirect
Common stock $0.125 par value 404391 Indirect
Common stock $0.125 par value 2000 Indirect

Footnotes

F1: Shares issued for no cash consideration to directors under the NL Industries, Inc. 1998 Long-Term Incentive Plan.

F2: Directly held by Valhi, Inc. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship to the reporting person.

F3: Directly held by TIMET Finance Management Company. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship to the reporting person.

F4: Directly held by the reporting person's spouse. Mr. Simmons disclaims beneficial ownership of any shares of the issuer's common stock that his spouse holds.

F5: Directly held by Kronos Worldwide, Inc. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship to the reporting person.