SEC FORM 4 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*
BROWN ROBERT C MD

(Last) (First) (Middle)
16 SOUTH PENNSYLVANIA AVENUE

(Street)
OKLAHOMA CITY OK 73107

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/05/2011
4. If Amendment, Date of Original Filed (Month/Day/Year)
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 01/05/2011 S 30,000 D $25 31,160 I By Trust and Spouse's Trust(1)
Common Stock 01/05/2011 S 18,442 D $25 0 I By RCB, M.D., Inc. Profit Shring Plan(2)(3)
Common Stock 50,727 I By RCB, M.D., Inc.(3)
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
Nonqualified Stock Option(4) $7.86 (4) 11/13/2018 Common Stock 5,000 5,000 D
Explanation of Responses:
1. These shares were sold pursuant to a Rule 10b5-1 sales plan, dated March 15, 2010. These shares are held in a joint account owned by the Robert C. Brown Rev. Trust, DTD 08/27/99, of which the reporting person is settlor and trustee and the Zelda F. Brown Rev. Trust, DTD 08/27/99, of which the reporting person's spouse is settlor and trustee. This amount includes 1,644 shares which were transferred from the Robert C. Brown, M.D., Inc. Employee Profit Sharing Plan to the Robert C. Brown Rev. Trust, DTD 08/27/99 on December 17, 2008.
2. These shares were sold pursuant to a Rule 10b5-1 sales plan, dated March 15, 2010. Dr. Brown is trustee of the Robert C. Brown, M.D., Inc. Employee Profit Sharing Plan and has a vested interest in the income or corpus of the trust.
3. Dr. Brown's pecuniary interest in the issuer's common stock held by the Robert C. Brown, M.D., Inc. ("RCB M.D., Inc.") Employee Profit Sharing Plan and by RCB M.D., Inc. was last reported in the Schedule 14A Proxy Statement filed by the issuer on May 10, 2010, and the Form 4 filed by Dr. Brown on December 29, 2003.
4. Nonqualified Stock Option ("NQSO") granted by the Issuer to the reporting person under the Issuer's 2008 Incentive Stock Plan. The NQSO is for a term of ten years from November 13, 2008, the date of grant, and the exercise price of the NQSO is based on the fair market value of the Issuer's common stock on the date of grant. This NQSO vests at the end of years one through six in the following amounts: 16.5%, 16.5%, 16.5%, 16.5%, 16.5% and 17.5%. This NQSO will be fully vested at the end of year six.
Remarks:
Robert C. Brown, M.D. 01/06/2011
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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