VALHI INC /DE/ — Director's Dealing 2012

May 23, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VALHI INC /DE/ (VHI)
CIK: 0000059255
Period of Report: 2012-05-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-23	Common stock, $0.01 par value per share	P	3	$14.86	Acquired	1379982	Direct
2012-05-23	Common stock, $0.01 par value per share	P	100	$14.90	Acquired	1380082	Direct
2012-05-23	Common stock, $0.01 par value per share	P	100	$14.95	Acquired	1380182	Direct
2012-05-23	Common stock, $0.01 par value per share	P	48	$14.98	Acquired	1380230	Direct
2012-05-23	Common stock, $0.01 par value per share	P	1749	$14.99	Acquired	1381979	Direct
2012-05-23	Common stock, $0.01 par value per share	P	100	$15.10	Acquired	1382079	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock, $0.01 par value per share	818514	Indirect
Common stock, $0.01 par value per share	314033148	Indirect
Common stock, $0.01 par value per share	6367017	Indirect
Common stock, $0.01 par value per share	1100541	Indirect
Common stock, $0.01 par value per share	77745	Indirect

Footnotes

F1: Directly held by the reporting person's spouse. The reporting person disclaims beneficial ownership of any shares of the issuer's common stock that his spouse holds.

F2: Directly held by Valhi Holding Company. 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 Contran Amended and Restated Deferred Compensation Trust. See the Additional Information filed as Exhibit 99 to this statement for a description of the relationship to the reporting person.

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