FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LSB INDUSTRIES, INC. [ LXU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Common Stock | 3,568 | D | |||||||||||||
Common Stock | 07/31/2022 | G | 5,000(6) | D | $0.00 | 371,640(1) | I | By Trust(1) | |||||||
Common Stock | 693(2) | I | By Spouse(2) | ||||||||||||
Common Stock | 07/31/2022 | G | 5,000(6) | A | $0.00 | 301,179(3) | I | By Trusts(3) | |||||||
Common Stock | 61,811(4) | I | By GFLLC(4) | ||||||||||||
Common Stock | 1,024,759(5) | I | By SBL & GPC(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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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) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
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. These shares of common stock are owned of record by the reporting person's spouse. The reporting person disclaims beneficial ownership of the shares owned by his spouse. |
3. These shares are held by separate irrevocable trusts established for the benefit of the reporting person and the reporting person's children and grandchildren (the "Trusts"), of which the reporting person is the trustee. The amount shown is the aggregate number of shares held in the Trusts. No single Trust has more than one beneficiary. Because the reporting person is trustee of the Trusts, of which the beneficiaries are either the reporting person or his children, the reporting person is deemed to have a pecuniary interest in the Issuer's common stock held by the Trusts, pursuant to Rule 16a-8(b)(2)(ii). |
4. Represents the reporting person's 31.97% indirect ownership interest in 193,343 shares of common stock held directly by Golsen Family, L.L.C. ("GFLLC"). The reporting person is not a controlling member of GFLLC and does not have or share investment control over the portfolio securities held by GFLLC, and therefore disclaims beneficial ownership of the shares owned by GFLLC, except to the extent of his indirect pecuniary interest therein. |
5. Represents the reporting person's indirect ownership interest in 3,137,275 shares of common stock held by SBL, LLC ("SBL") and Golsen Petroleum Corporation ("GPC"), subsidiaries of Quad Capital, LLC. ("Quad Capital), in which the reporting person owns a 32.664% interest. The reporting person is not a controlling member of Quad Capital and does not have or share investment control over the portfolio securities held by Quad Capital or its subsidiaries, and therefore disclaims beneficial ownership of the shares owned by Quad Capital or its subsidiaries, except to the extent of his indirect pecuniary interest therein. |
6. On July 13, 2022, 5,000 shares of common stock, held by a revocable trust for the benefit of the reporting person and of which the reporting person is the trustee, were gifted to two separate trusts established for the benefit of the reporting person's grandchildren and of which the reporting person is the trustee, in the amount of 2,500 shares of common stock to each trust. |
/s/ Barry H. Golsen | 02/14/2023 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |