VALHI INC /DE/ — Director's Dealing 2014

Dec 31, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VALHI INC /DE/ (VHI)
CIK: 0000059255
Period of Report: 2014-12-29

Reporting Person: Harold C. Simmons Family Trust No. 2 (10% Owner)
Reporting Person: Simmons Lisa K (10% Owner)
Reporting Person: CONNELLY SERENA S (10% Owner)
Reporting Person: Simmons Annette C (10% Owner)
Reporting Person: VALHI HOLDING CO (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-29	Common Stock,par value $0.01 per share	J	3223598	—	Disposed	314033148	Indirect
2014-12-29	Common Stock,par value $0.01 per share	J	3223598	—	Acquired	5912992	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock,par value $0.01 per share	87900	Indirect
Common Stock,par value $0.01 per share	1212	Direct

Footnotes

F1: See Exhibit 99.1 attached hereto for a description of the transaction.

F2: Directly held by Valhi Holding Company ("VHC"). See Exhibit 99.2 to this statement for a description of the (i) the relationship of additional persons who may be deemed to beneficially own these shares and (ii) the shares in the transaction described in Exhibit 99.1.

F3: Consist of 1,870,880 shares held directly by the estate of Harold C. Simmons of which Annette C. Simmons is the independent executor and the desinated legatee of these shares, 818,514 shares she holds directly and 3,223,598 shares held by the Annette C. Simmons Survivor's Trust under the 2005 Management Trust created by Harold C. Simmons and Annette C. Simmons, as settlors, as amended, of which Ms. Simmons is a co-trustee (the "Survivor's Trust"), which shares held by the Survivor's Trust were acquired by the Survivor's Trust in the transaction described in Exhibit 99.1. See Exhibit 99.2 to this statement for a description of the relationships among the persons joining in this filing,

F4: Directly held by The Annette Simmons Grandchildren's Trust (the"Grandchildren'sTrust"). See Exhibit 99.2 to this statement for a description of the relationship among the reprting owners.

F5: Directly held by Serena Simmons Connelly.