SEC FORM 4/A SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
JAYHAWK CAPITAL MANAGEMENT LLC

(Last) (First) (Middle)
5410 WEST 61ST PLACE
SUITE 100

(Street)
MISSION KS 66205

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LSB INDUSTRIES INC [ LXU ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/21/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
08/16/2007
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/21/2007(1) C 349,220 A (2) 2,215,288(3) I Jayhawk Institutional Partners, L.P.(4)
Common Stock 08/21/2007(1) C 321,826 A (5) 892,588 I Jayhawk Investments, L.P.(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class C Preferred Series 2 (6) 08/21/2007(1) C 80,670(2)(6) (6) (6) Common Stock 349,220 $0 0 I Jayhawk Institutional Partners, L.P.(4)
Class C Preferred Series 2 (6) 08/21/2007(1) C 74,342(5)(6) (6) (6) Common Stock 321,826 $0 0 I Jayhawk Investments, L.P.(4)
Explanation of Responses:
1. The transaction date was reported as August 14, 2007 in the reporting person's previous Form 4 filed on August 16, 2007. However, the effective date of the transaction was actually August 21, 2007.
2. The reporting person, through Jayhawk Institutional Partners, L.P. ("Jayhawk Institutional"), converted 80,670 shares of $3.25 Convertible Exchangeable Class C Preferred Stock, Series 2 ("Class C Preferred Series 2 Stock") on August 21, 2007 into 349,220 shares of common stock in accordance with the terms of the Class C Preferred Series 2 Stock.
3. The amount of securities beneficially owned by the reporting person, through Jayhawk Institutional, following the transaction was reported in the reporting person's previous Form 4 filed on August 16, 2007 as 2,074,248. However, the actual amount of securities beneficially owned by the reporting person, through Jayhawk Institutional, following the transaction was 2,215,288.
4. As of the reporting date, Jayhawk Capital Management, L.L.C. ("Jayhawk Capital") is deemed the indirect beneficial owner of (i) 2,215,288 shares of common stock held by Jayhawk Institutional and (ii) 892,588 shares of common stock held by Jayhawk Investments, L.P. ("Jayhawk Investments"). Jayhawk Capital disclaims beneficial ownership of all securities covered by this statement (except to the extent of any pecuniary interest therein) and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securites for purposes of Section 16 or any other purpose.
5. The reporting person, through Jayhawk Investments, converted 74,342 shares of Class C Preferred Series 2 Stock on August 21, 2007 into 321,826 shares of common stock in accordance with the terms of the Class C Preferred Series 2 Stock.
6. Each share of the Class C Preferred Series 2 Stock was convertible into 4.329 shares of common stock at any time, and had no expiration date.
Remarks:
This Form 4 is filed by Jayhawk Capital. Form 4s reporting the transactions herein were also filed by Kent C. McCarthy, the manager of Jayhawk Capital, and by Jayhawk Institutional. Jayhawk Capital is the general partner and manager of Jayhawk Investments and of Jayhawk Institutional.
/s/ Kent C. McCarthy, Manager 08/23/2007
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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