NL INDUSTRIES INC — Director's Dealing 2015

Mar 31, 2015

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: NL INDUSTRIES INC (NL)
CIK: 0000072162
Period of Report: 2014-12-31

Reporting Person: Simmons Annette C (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-29	Common Stock, par value $0.01 per share	J	559045	—	Acquired	1482208	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	40387531	Indirect
Common Stock, par value $0.01 per share	2000	Indirect

Footnotes

F1: On August 29, 2014, Annette C. Simmons, the independent executor of the estate of Harold C.Simmons and the sole beneficiary of Mr. Simmons's individual retirement account ("IRA") upon his death, transferred the 559,045 shares of the issuer's common stock held in his IRA to her IRA. As the independent executor of such estate and the sole beneficiary of such IRA, Ms. Simmons had already beneficially owned such shares as of the date of such transfer.

F2: Consists of 496,562 shares directly held by the estate of Harold C. Simmons of which Annette C. Simmons is the independent executor and the designated legatee of these shares and 985,646 shares she holds directly (which includes the 559,405 shares transferred from Mr. Simmons's IRA to her IRA on August 29, 2014). See Exhibit 99.1 to this statement for a description of the relationships among the reporting owners.

F3: Directly held by Valhi, Inc. See the Additional Information filed as Exhibit 99.1 to this statement for a description of the relationship of additional persons who may be deemed to beneficially own these shares.

F4: Directly held by Kronos Worldwide, Inc. See the Additional Information filed as Exhibit 99.1 to this statement for a description of the relationship of additional persons who may be deemed to beneficially own these shares.