LSB Industries Inc.

01/28/2022 | Press release | Distributed by Public on 01/28/2022 12:19

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person *
GOLSEN BARRY H
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)
(Last) (First) (Middle)
P O BOX 705
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
OKLAHOMA CITY OK 73101
4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 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 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GOLSEN BARRY H
P O BOX 705

OKLAHOMA CITY, OK73101 		X

Signatures

/s/ Barry H. Golsen 2022-01-28
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(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).
(1) In August 2021, the Issuer's Board of Directors declared a common stock dividend ("Special Dividend") contingent on the closing of an exchange transaction to be submitted to the Issuer's stockholders in September 2021 (the "Exchange Transaction"). As a result of the stockholders' approval and the closing of the Exchange Transaction, the Special Dividend was effected through the issuance of 0.3 shares of common stock for each outstanding share of common stock held of record as of September 24, 2021 (exclusive of common stock held in the Issuer's treasury and the common shares issued as part of the Exchange Transaction), for an aggregate issuance of approximately 9.1 million shares of common stock.
(2) The shares shown in Column 5 includes 824 shares of the Issuer's common stock issued as a stock dividend pursuant to the Special Dividend described in Footnote 1, which are exempt from Section 16 pursuant to Rule 16a-9(a).
(3) The shares shown in Column 5 includes 86,917 shares of the Issuer's common stock issued as a stock dividend pursuant to the Special Dividend described in Footnote 1, which are exempt from Section 16 pursuant to Rule 16a-9(a).
(4) 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.
(5) The shares shown in Column 5 includes 160 shares of the Issuer's common stock issued as a stock dividend pursuant to the Special Dividend described in Footnote 1, which are exempt from Section 16 pursuant to Rule 16a-9(a).
(6) 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.
(7) The shares shown in Column 5 includes 68,351 shares of the Issuer's common stock issued as a stock dividend pursuant to the Special Dividend described in Footnote 1, which are exempt from Section 16 pursuant to Rule 16a-9(a).
(8) These shares are held by separate trusts established for the benefit of the reporting person and the reporting person's children (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).
(9) The shares shown in Column 5 includes 1,476 shares of the Issuer's common stock issued as a stock dividend pursuant to the Special Dividend described in Footnote 1, but excludes 55,412 shares of common stock issued as a result of the conversion of the Series B Preferred Stock owned by GFLLC, reported separately reported in this Form 4. See Footnotes 16 and 20 herein. Shares issued as a stock dividend are exempt from Section 16 pursuant to Rule 16a-9(a).
(10) Represents the reporting person's 31.968% indirect ownership interest in 20,010 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.
(11) Represents the reporting person's indirect ownership interest in 2,118,942 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 shares shown in Column 5 includes 159,723 shares of the Issuer's common stock issued as a stock dividend pursuant to the Special Dividend described in Footnote 1, which are exempt from Section 16 pursuant to Rule 16a-9(a). The reporting person is not a controlling member of Quad Capital and does not have or share investment control over the portfolio securities held indirectly by Quad Capital through SBL and GPC, and therefore disclaims beneficial ownership of such shares, except to the extent of his indirect pecuniary interest therein.
(12) The shares shown in Column 5 excludes the reporting person's indirect ownership interest in common stock issued to SBL and GPC as a result of the conversion of certain convertible preferred stock owned by such entities, reported separately in this Form 4 (see Footnotes 13, 14, 15, 17, 18, and 19 herein), consisting of (i) 106,158 shares of common stock issued as a result of the conversion of the Series "D" 6% Cumulative, Convertible Class C Preferred Stock ("Series D Preferred") owned by SBL and separately reported in this Form 4 (see Footnotes 13 and 17 herein), (ii) 169,853 shares of common stock issued as a result of the conversion of the Series "B" 12% Cumulative Preferred Stock ("Series B Preferred") owned by SBL and separately reported in this Form 4 (see Footnotes 14 and 18 herein), and (iii) 56,617 shares of common stock issued as a result of the conversion of the Series B Preferred owned by GPC and separately reported in this Form 4 (see Footnotes 15 and 19 herein).
(13) Represents the reporting person's 32.664% indirect ownership interest in 325,000 shares of common stock issued to SBL as a result of its conversion of the Series D Preferred. As a result of the Special Dividend described in Footnote 1, the anti-dilution provisions of the Series D Preferred operated to increase the conversion rate of the Series D Preferred from .25 shares of common stock for each share of Series D Preferred to 0.325 share of common stock for each share of Series D Preferred. On December 31, 2021, SBL converted all 1,000,000 shares of Series D Preferred owned by it for 325,000 shares of common stock. The reporting person is not a controlling member of Quad Capital, the parent company of SBL, does not have or share investment control over the portfolio securities held indirectly by Quad Capital through SBL, and therefore disclaims beneficial ownership of the shares owned by SBL, except to the extent of his indirect pecuniary interest therein.
(14) Represents the reporting person's 32.664% indirect ownership interest in 520,000 shares of common stock issued to SBL as a result of its conversion of the Series B Preferred. As a result of the Special Dividend described in Footnote 1, the anti-dilution provisions of the Series B Preferred operated to increase the conversion rate of the Series B Preferred from 33.3333 shares of common stock for each share of Series B Preferred to 43.3333 shares of common stock for each share of Series B Preferred. On December 31, 2021, SBL converted all 12,000 shares of the Series B Preferred owned by it for a total of 520,000 shares of common stock. The reporting person is not a controlling member of Quad Capital, the parent company of SBL, does not have or share investment control over the portfolio securities held indirectly by Quad Capital through SBL, and therefore disclaims beneficial ownership of the shares owned by SBL, except to the extent of his indirect pecuniary interest therein.
(15) Represents the reporting person's 32.664% indirect ownership interest in 173,333 shares of common stock issued to GPC as a result of its conversion of the Series B Preferred. As a result of the Special Dividend described in Footnote 1, the anti-dilution provisions of the Series B Preferred operated to increase the conversion rate of the Series B Preferred from 33.3333 shares of common stock for each share of Series B Preferred to 43.3333 shares of common stock for each share of Series B Preferred. On December 31, 2021, GPC converted all 4,000 shares of the Series B Preferred owned by it for a total of 173,333 shares of common stock. The reporting person is not a controlling member of Quad Capital, the parent company of GPC, does not have or share investment control over the portfolio securities held indirectly by Quad Capital through GPC, and therefore disclaims beneficial ownership of the shares owned by GPC, except to the extent of his indirect pecuniary interest therein.
(16) Represents the reporting person's 31.968% indirect ownership interest in 173,333 shares of common stock issued to GFLLC as a result of its conversion of the Series B Preferred. As a result of the Special Dividend described in Footnote 1, the anti-dilution provisions of the Series B Preferred operated to increase the conversion rate of the Series B Preferred from 33.3333 shares of common stock for each share of Series B Preferred to 43.3333 shares of common stock for each share of Series B Preferred. On December 31, 2021, GFLLC converted all 4,000 shares of the Series B Preferred Stock owned by it for a total of 173,333 shares of common stock. The reporting person is not a controlling member of GFLLC, 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.
(17) Represents the reporting person's 32.664% indirect ownership interest in 1,000,000 shares of Series D Preferred owned by SBL, which were fully converted on December 31, 2021. See Footnote 13. The reporting person is not a controlling member of Quad Capital, the parent company of SBL, does not have or share investment control over the portfolio securities held indirectly by Quad Capital through SBL, and therefore disclaims beneficial ownership of the shares owned by SBL, except to the extent of his indirect pecuniary interest therein.
(18) Represents the reporting person's 32.664% indirect ownership interest in 12,000 shares of Series B Preferred owned by SBL, which were fully converted on December 31, 2021. See Footnote 14. The reporting person is not a controlling member of Quad Capital, the parent company of SBL, does not have or share investment control over the portfolio securities held indirectly by Quad Capital through SBL, and therefore disclaims beneficial ownership of the shares owned by SBL, except to the extent of his indirect pecuniary interest therein.
(19) Represents the reporting person's 32.664% indirect ownership interest in 4,000 shares of Series B Preferred owned by GPC, which were fully converted on December 31, 2021. See Footnote 15. The reporting person is not a controlling member of Quad Capital, the parent company of GPC, does not have or share investment control over the portfolio securities held indirectly by Quad Capital through GPC, and therefore disclaims beneficial ownership of the shares owned by GPC, except to the extent of his indirect pecuniary interest therein.
(20) Represents the reporting person's 31.968% indirect ownership interest in 4,000 shares of Series B Preferred owned by GFLLC, which were fully converted on December 31, 2021. See Footnote 16. The reporting person is not a controlling member of GFLLC, 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.
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