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*
GOLSEN JACK E

(Last) (First) (Middle)
P O BOX 705

(Street)
OKLAHOMA CITY OK 73101

(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 10% Owner
Officer (give title below) X Other (specify below)
Chairman Emeritus
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2020
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 4,000 D
Common Stock 15,876 I By Trust(1)
Common Stock 12/31/2020 J(4) 15,932(2) D(4) (4) 0 I By GFLLC(2)(4)(9)
Common Stock 12/31/2020 J(4) 1,629,954(3) D(4) (4) 0 I By SBL & GPC(3)(4)(9)
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
Series D Preferred (5) 12/31/2020 J(4) 1,000,000(4) (5) (5) Common Stock 250,000(7) (4) 0(4) I By SBL(4)(5)(9)
Series B Preferred (6) 12/31/2020 J(4) 12,000(4) (6) (6) Common Stock 400,000(6) (4) 0(4) I By SBL(4)(6)(9)
Series B Preferred (7) 12/31/2020 J(4) 4,000(4) (7) (7) Common Stock 133,333(7) (4) 0(4) I By GPC(4)(7)(9)
Series B Preferred (8) 12/31/2020 J(4) 4,000(4) (8) (8) Common Stock 133,333(8) (4) 0(8) I By GFLLC(4)(8)(9)
Explanation of Responses:
1. These shares are owned of record by the reporting person's revocable trust, of which the reporting person is the settlor and trustee and holds a pecuniary interest in the trust's holdings and transactions.
2. Represents the aggregate number of shares of common stock held directly by Golsen Family, L.L.C. ("GFLLC"). Prior to the transactions reported in footnote (4), GFLLC was owned by (i) the reporting person, through a trust of which the reporting person is the trustee and sole beneficiary (collectively, the "JEG Trust") (82.934%); (ii) two other trusts controlled by the reporting person (4.097%); and (iii) the revocable trusts of three other family members of the reporting person (12.969%). As a result of the transactions reported in footnote (4), the reporting person's percentage ownership interest in GFLLC was eliminated.
3. Represents the aggregate number of shares of common stock, 1,345,999, held by SBL, LLC ("SBL") and the aggregate number of shares of common stock, 283,955, held by Golsen Petroleum Corporation ("GPC"); SBL and GPC are wholly owned subsidiaries of Quad Capital, LLC ("Quad Capital"). Quad Capital is a limited liability company that, immediately preceding the transactions reported in footnote (4), was wholly owned by (i) the reporting person, through the JEG Trust (40.638%); (ii) two other trusts controlled by the reporting person (2.008%); and (iii) the revocable trusts of three other family members of the reporting person (57.354%). 775,000 of the shares of Common Stock held by SBL have been pledged as collateral. As a result of the transactions reported in footnote (4), the reporting person's percentage ownership interest in the securities held indirectly by Quad Capital through SBL and GPC was eliminated.
4. The reported transaction, effected solely for estate planning purposes, is part gift (G) and part other (J). On 12/31/2020, Jack E. Golsen and a trust controlled by him ("JEG Trust") transferred 100% of the interest owned by JEG Trust in Quad Capital and GFLLC (the "JEG Interests") to three trusts established for the benefit of Mr. Golsen's children. Each trust received one-third of the interests transferred by the JEG Trust. The transfers were made to take advantage of certain estate tax exclusion amounts available under Section 2010(c)(3)(C) of the Internal Revenue Code (the "JEG Exclusion Amount"), and were made in part as gifts for FMV up to the value of the JEG Exclusion Amount, with the remaining JEG Interests, if any, transferred for FMV to the three trusts. Determination of FMV, to be made by an independent valuation firm, will determine the allocation of the transfers as gift or other than gift transactions.
5. Represents the aggregate number of shares of the Issuer's identified securities held by SBL. The Issuer's Series "D" 6% Cumulative, Convertible Class C Preferred Stock is convertible at the option of the holder into the Issuer's common stock at the rate of four shares of Preferred "D" for one share of common stock. Each share is convertible so long as such preferred stock is outstanding. As a result of the transactions reported in footnote (4), the reporting person's percentage ownership interest in the securities held indirectly by Quad Capital through SBL was eliminated.
6. Represents the aggregate number of shares of the Issuer's identified securities held by SBL. Each share of the Issuer's Series "B" 12% Cumulative Preferred Stock is convertible, at the option of the holder, into 33.3333 shares of the Issuer's common stock, for an aggregate 400,000 shares of the Issuer's common stock. Each share is convertible so long as such preferred stock is outstanding. As a result of the transactions reported in footnote (4), the reporting person's percentage ownership interest in the securities held indirectly by Quad Capital through SBL was eliminated.
7. Represents the aggregate number of shares of the Issuer's identified securities held by GPC. Each of the 4,000 shares of the Issuer's Series "B" 12% Cumulative Preferred Stock is convertible, at the option of the holder, into 33.3333 shares of the Issuer's common stock, for an aggregate 133,333 shares of the Issuer's common stock. As a result of the transactions reported in footnote (4), the reporting person's percentage ownership interest in the securities held indirectly by Quad Capital through GPC was eliminated.
8. Represents the aggregate number of shares of the Issuer's identified securities held by GFLLC. Each of the 4,000 shares of the Issuer's Series "B" 12% Cumulative Preferred Stock is convertible, at the option of the holder, into 33.3333 shares of the Issuer's common stock, for an aggregate 133,333 shares of the Issuer's common stock. As a result of the transactions reported in footnote (4), the reporting person's percentage ownership interest in GFLLC was eliminated.
9. Effective January 4, 2021, the reporting person resigned as the manager of Quad Capital and GFLLC, and from all offices held with SBL and GPC.
/s/ Jack E. Golsen 01/05/2021
** 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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