The Preferred Stock and Class C Preferred Stock are issuable in one or more series, each with such designations, preferences, rights, qualifications, limitations and restrictions as our board of directors may determine in resolutions providing for their issuance. As of ~~July 31, 2009,~~October 19, 2018, the following shares of Preferred Stock and Class C Preferred Stock are authorized:

20,000 shares of our Series B 12% cumulative, convertible preferred stock, $100 par value (“Series B Preferred”), of which 20,000 shares are issued and outstanding;

1,000,000 shares of our Series D 6% cumulative, convertible Class C preferred stock no par value (“Series D Preferred”), of which 1,000,000 shares are issued and outstanding;

·	~~4,662 shares of our convertible, noncumulative preferred stock, $100 par value (“Noncumulative Preferred”), of which 510.5 shares are issued and outstanding;~~

139,768 shares of our SeriesE-1 14% cumulative, redeemable Class C preferred stock, no par value (“SeriesE-1 Preferred”), of which 139,768 shares are issued and outstanding; and

1 share of our SeriesF-1 redeemable Class C preferred stock, no par value (“SeriesF-1 Preferred”), of which one share is issued and outstanding.

·	~~20,000 shares of our Series B 12% cumulative, convertible preferred stock, $100 par value (“Series B Preferred”), of which 20,000 shares are issued and outstanding; and~~

·	~~1,000,000 shares of our Series D 6% cumulative, convertible Class C preferred stock no par value (“Series D Preferred”), of which 1,000,000 shares are issued and outstanding.~~

The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of us without further action by the stockholders and may adversely affect the voting and other rights of the holders of our common stock. The issuance of preferred stock with voting and conversion rights may adversely affect the voting power of the holders of common stock, including loss of voting control to others.

As of ~~July 31, 2009,~~October 19, 2018, we had outstanding the following series of Preferred Stock and Class C Preferred Stock:

~~Noncumulative Preferred, par value $100.~~ ~~Each outstanding share of Noncumulative Preferred:~~

·	~~is entitled to receive noncumulative cash dividends, when and as declared by our board of directors, at the rate of 10% per year of the par value;~~

is entitled to one vote for each outstanding share (or one-half of one vote for each fractional one-half share) on all matters submitted to a vote of the shareholders and votes together with the common stock and each series of voting preferred stock as a single class or as otherwise required by law;

·	is convertible, at anytime and at the option of the holder, into 40 shares of our common stock (or each fractional one-half share is convertible into 20 shares of our common stock), subject to adjustment under certain conditions;

is redeemable by us at par value (or each fractional one-half share at one-half of the par value) at the option of the holder to the extent we earn net income (as determined under generally accepted accounting principles) after all debt owed by us to our senior lenders (as defined) has been paid in full;

·	~~is redeemable by us, in whole or in part, by paying the holders in cash the par value (one-half of par value for a fractional share); and~~

in the event of our liquidation or dissolution, will be entitled to be paid the par value (for each fractional share, one-half of par value) to the extent funds are available before any payment is made to the holders of our common stock, but will not be entitled to participate any further in our assets.

Series B Preferred, par value ~~$100.~~ $100. All of the Series B Preferred shares are owned by the Golsen ~~Group.~~Group (defined under “Preferred Share Rights Plan,” below). Each share of the Series B Preferred:

is entitled to receive cumulative cash dividends, when and as declared by our board of directors, at the annual rate of 12% of the par value of each outstanding share;

is entitled to one vote for each outstanding share on all matters submitted to a vote of shareholders and votes together with our common stock and each series of voting preferred stock as a single class or as otherwise required by law;

·	~~is entitled to receive cumulative cash dividends, when and as declared by our board of directors, at the annual rate of 12% of the par value of each outstanding share;~~

is convertible, at any time and at the option of the holder, into 33.3333 shares of our common stock, subject to adjustment under certain conditions; and

in the event of our liquidation, each outstanding share will be entitled to be paid its par value, plus accrued and unpaid dividends, before any payment is made to holders of our common stock, but will not be entitled to participate any further in our assets.

·	is entitled to one vote for each outstanding share on all matters submitted to a vote of shareholders and votes together with our common stock and each series of voting preferred stock as a single class or as otherwise required by law;

·	~~is convertible, at any time and at the option of the holder, into 33.3333 shares of our common stock, subject to adjustment under certain conditions; and~~

·	in the event of our liquidation each outstanding share, will be entitled to be paid its par value, plus accrued and unpaid dividends, before any payment is made to holders of our common stock, but will not be entitled to participate any further in our assets.

Series D ~~Class C~~ Preferred, no par value. All outstanding shares of Series D Preferred are owned by the Golsen Group. Each outstanding share of Series D Preferred:

has a liquidation preference of $1.00 per share;

is to receive cumulative cash dividends, when and if declared by our board of directors, at the rate of 6% per annum of the liquidation preferences;

·	~~has a liquidation preference of $1.00 per share;~~

shall be entitled to .875 votes on all matters submitted to a vote of shareholders and vote together with our common stock and each series of voting preferred stock as a single class or as otherwise required by law;

shall have the right to convert four shares of Series D Preferred into one share of our common stock (equivalent to a conversion price of $4 per share of our common stock), subject to adjustment under certain conditions;

·	~~is to receive cumulative cash dividends, when and if declared by our board of directors, at the rate of 6% per annum of the liquidation preferences;~~

·	shall be entitled to .875 votes on all matters submitted to a vote of shareholders and vote together with our common stock and each series of voting preferred stock as a single class or as otherwise required by law;

·	shall have the right to convert four shares of Series D Preferred into one share of our common stock (equivalent to a conversion price of $4 per share of our common stock), subject to adjustment under certain conditions;

in the event of our liquidation, dissolution or winding up or any reduction in our capital resulting from any distribution of assets to our shareholders, shall receive the sum $1.00, plus all accrued and unpaid dividends, before any amount is paid to holders of our common stock; and

there shall be no mandatory or optional redemption of these shares.

SeriesE-1 Preferred, no par value. All of the SeriesE-1 Preferred shares are owned by LSB Funding LLC. Each share of the SeriesE-1 Preferred affords the holder thereof the following rights:

each share of SeriesE-1 Preferred is entitled to receive dividends that are cumulative and payable semi-annually, commencing November 1, 2018, in arrears at an annual rate of 14% of the liquidation value per share (such liquidation value as of October 19, 2018 was approximately $1,476 per share of SeriesE-1 Preferred). As further described above under “Prospectus Summary—Recent Events—Exchange of Series E Preferred and Series F Preferred for SeriesE-1 Preferred and SeriesF-1 Preferred,” in connection with the Refinancing Transactions and the completion of the Preferred Exchange, the per annum dividend rate payable in respect of the SeriesE-1 Preferred is scheduled to increase (a) by 0.50% on the third anniversary of the Refinancing Transactions, (b) by an additional 0.50% on the fourth anniversary of the Refinancing Transactions and (c) by an additional 1.0% on the fifth anniversary of the Refinancing Transactions;

We also must declare a dividend on the SeriesE-1 Preferred on a pro rata basis with our common stock. As long as LSB Funding LLC holds at least 10% of the SeriesE-1 Preferred, we may not declare dividends on our common stock and other preferred stocks unless and until dividends have been declared and paid on the SeriesE-1 Preferred for the then current dividend period in cash;

•

generally, the holders of the SeriesE-1 Preferred will not have any voting rights or powers, and consent of holders of SeriesE-1 Preferred will not be required for taking of any action by LSB, provided that the vote or consent of the holders of a majority of the SeriesE-1 Preferred shall be necessary for effecting or validating the following actions: (i) the issuance of any shares ofSeries E-1 Preferred or any amendment or alteration of the Certificate of Incorporation to authorize or create, or increase or decrease the authorized amount of, any shares ofSeries E-1 Preferred, (ii) any amendment or alteration of the Certificate of Incorporation to authorize or create, or increase the authorized amount of, or otherwise effectuate the issuance of, any shares of any class or series of capital stock of the Company ranking pari passu with or senior to theSeries E-1 Preferred with respect to either or both the payment of dividends or the distribution of assets on any liquidation, dissolution or winding up of the Company or a Change of Control (as such term is defined in the Certificate of Designations setting forth the rights, preferences, privileges and restrictions applicable to the SeriesE-1 Preferred, as filed with the Secretary of State of the State of Delaware (the “SeriesE-1 COD”)) and (iii) any ~~reduction in our capital resulting from~~amendment, alteration or repeal of any ~~distribution~~provision of ~~assets~~the Certificate of Incorporation so as to ~~our shareholders, shall receive~~adversely affect the ~~sum $1.00, plus all accrued and unpaid dividends, before any amount is paid to holders~~powers, preferences or special rights of ~~our common stock; and~~theSeries E-1 Preferred;

at any time on or after October 25, 2023, each SeriesE-1 Holder has the right to elect to have such holder’s shares redeemed by LSB at a redemption price per share equal to the Liquidation Preference of such share as of the redemption date. The SeriesE-1 Preferred has a liquidation preference per share equal to the sum of (i) the quotient obtained by dividing $206,335,049 by 139,768 (subject to adjustment for any stock split, stock dividend, stock combination or similar transaction with respect to the SeriesE-1 Preferred), which as of October 19, 2018 was approximately $1,476, plus (ii) accrued and unpaid dividends thereon plus (iii) the participation rights value (the “Liquidation Preference”). Additionally, LSB, at its option, may redeem the SeriesE-1 Preferred at any time at a redemption price per share equal to the Liquidation Preference of such share as of the redemption date. Lastly, with receipt of (i) prior consent of the electing SeriesE-1 holder or a majority of shares of SeriesE-1 Preferred and (ii) all other required approvals, including under any principal U.S. securities exchange on which our common stock is then listed for trading, LSB can redeem the SeriesE-1 Preferred by the issuance of shares of common stock having an aggregate common stock price equal to the amount of the aggregate Liquidation Preference of such shares being redeemed in shares of common stock in lieu of cash at the redemption date;

in the event of liquidation, the SeriesE-1 Preferred is entitled to receive its Liquidation Preference before any such distribution of assets or proceeds is made to or set aside for the holders of our common stock and any other Junior Stock (as defined below). In the event of a Change of Control (as defined in the SeriesE-1 COD), we must make an offer to purchase all of the shares of SeriesE-1 Preferred outstanding;

·	~~there shall be no mandatory or optional redemption of these shares.~~

with respect to the payment of dividends and distribution of assets upon liquidation, dissolution or winding up of LSB, whether voluntary or involuntary, all shares of SeriesE-1 Preferred shall rank (i) senior to the common stock, the Series B Preferred, the Series D Preferred, the Series 4 Junior Participating Class C Preferred Stock and any other class or series of stock of LSB (other than SeriesE-1 Preferred) that ranks junior to the SeriesE-1 Preferred either or both as to the payment of dividends and/or as to the distribution of assets on any liquidation, dissolution or winding up of the Company (the “Junior Stock”), (ii) on a parity with the other shares of SeriesE-1 Preferred and any other class or series of stock of LSB (other than SeriesE-1 Preferred) created after the date of the SeriesE-1 COD (that specifically ranks pari passu to the SeriesE-1 Preferred) and (iii) junior to any other class or series of stock of LSB created after the date of the SeriesE-1 COD that specifically ranks senior to the SeriesE-1 Preferred.

SeriesF-1 Preferred, no par value. The sole SeriesF-1 Preferred share is owned by LSB Funding LLC. Such share has the following terms:

no dividends shall be payable in respect of the SeriesF-1 Preferred;

the SeriesF-1 Preferred has voting rights (the “SeriesF-1 Voting Rights”) to vote as a single class on all matters which the common stock have the right to vote and is entitled to a number of votes currently equal to 456,225 shares of common stock (provided, that the number of votes that may be cast by the SeriesF-1 Preferred shall be automatically reduced by redemption or exchange of SeriesE-1 Preferred for common stock or if all the SeriesE-1 Preferred are redeemed or exchanged for common stock, cash or otherwise, the SeriesF-1 Voting Rights will be reduced to zero);

the SeriesF-1 Preferred will be automatically redeemed by LSB, in whole and not in part, for $0.01 immediately following the date upon which the SeriesF-1 Voting Rights have been reduced to zero;

in the event of liquidation, the SeriesF-1 Preferred is entitled to receive its liquidation preference of $100 before any such distribution of assets or proceeds is made to or set aside for the holders of common stock and any other stock junior to the SeriesF-1 Preferred;

with respect to the distribution of assets upon liquidation, dissolution or winding up of LSB, whether voluntary or involuntary, the SeriesF-1 Preferred ranks (i) senior to the common stock and (ii) junior to Series B Preferred, Series D Preferred, Series 4 Junior Participating Class C Preferred Stock, SeriesE-1 Preferred and any other class or series of stock of LSB after the date of the Certificate of Designations setting forth the rights, preferences, privileges and restrictions applicable to the SeriesF-1 Preferred, as filed with the Secretary of State of the State of Delaware that specifically ranks senior to the SeriesF-1 Preferred.

Pursuant to our Certificate of Incorporation we are authorized to issue “blank check” preferred stock, which may be issued from time to time in one or more series upon authorization by our board of directors. Our board of directors, without further approval of the stockholders, is authorized to fix the dividend rights and terms, conversion rights, voting rights, redemption rights and terms, liquidation preferences, and any other rights, preferences, privileges and restrictions applicable to each series of the preferred stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes could, among other things, adversely affect the voting power or rights of the holders of our common stock and, under certain circumstances, make it more difficult for a third party to gain control of us, discourage bids for our common stock at a premium or otherwise adversely affect the market price of the common stock.

~~The applicable prospectus supplement will describe the terms of any series of preferred stock being offered, including:~~

·	~~the number of shares and designation or title of the shares;~~

·	~~any liquidation preference per share;~~

·	~~any date of maturity;~~

·	~~any redemption, repayment or sinking fund provisions;~~

·	~~any dividend rate or rates payable with respect to the shares;~~

·	~~any voting rights;~~

·	~~the terms and conditions upon which the preferred stock is convertible or exchangeable, if it is convertible or exchangeable;~~

·	~~any conditions or restrictions on the creation of indebtedness by us or upon the issuance of any additional stock; and~~

·	~~any additional preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption.~~

~~All shares of preferred stock offered will, when issued against payment of the consideration payable therefor, be fully paid and non-assessable.~~

The summaries above of selected provisions of our common stock and preferred stock are qualified entirely by the provisions of our Certificate of Incorporation, our Bylaws and our debt agreements, all of which are included or incorporated by reference as exhibits to the registration statement of which this prospectus is a part. You should read our Certificate of Incorporation, our ~~Restated~~ Bylaws and ~~debt agreements. The applicable prospectus supplement may also contain a summary of selected provisions of~~ our ~~preferred stock, common stock and~~ debt agreements. To the extent that any particular provision described in a prospectus supplement differs from any of the provisions described in this prospectus, then the provisions described in this prospectus will be deemed to have been superseded by that prospectus supplement.

Preferred Share Rights Plan

We maintain a preferred share rights plan, which is governed by a Renewed Rights Agreement, dated December 2, 2008, ~~we entered into a Renewed Rights Agreement~~as amended on December 4, 2015, with UMB Bank n.a., as ~~Rights Agent~~rights agent (“Renewed Rights Agreement”) ~~providing for a new preferred share rights plan, which renewed and amended our then existing preferred share rights plan (the “Terminating Plan”), that expired as of January 5, 2009.~~. The Renewed Rights Agreement became effective on January 5, ~~2009, upon termination of the Terminating Plan.~~2009. Pursuant to the Renewed Rights Agreement, our board of directors declared a dividend distribution of one Right for each outstanding share of our common stock to stockholders of record on January 5, 2009 (the “Record Date”). The Renewed Rights Agreement also contemplates the issuance of one Right (as described below) for each share of common stock which is issued by us between the Record Date and the Distribution Date (as defined below) (or earlier redemption or termination of the Rights).

Each Right entitles the registered holder to purchase from us oneone-hundredth of a share of our Series A Preferred Stock, at an initial purchase price of $47.75 per ~~one-one hundredth~~oneone-hundredth of a Preferred Share (the “Purchase Price”), subject to adjustment. The description of the Rights is set forth in the Renewed Rights Agreement.

Until the earlier of ~~(i)~~(a) 10 days following a public announcement that a person or group of affiliated or associated persons (an “Acquiring Person”) which excludes LSB Funding LLC and its Affiliates and Associates (as defined therein) in connection with the issuance of certain securities of the Company, and additional securities issuable as contemplated by the terms of those securities, to LSB Funding LLC in connection with the transactions contemplated by the Securities Purchase Agreement) have acquired beneficial ownership of 15% or more of our outstanding common stock (except pursuant to a Permitted Offer, as defined below, or by Excluded Persons, as defined below) or ~~(ii)~~(b) 10 business days (or such later date as may be determined by action of our board of directors prior to such time as any person becomes an Acquiring Person) following the commencement of, or announcement of an intention (which intention remains in effect for five business days after the announcement) to make a tender or exchange offer, the consummation of which would result in a person or group becoming an Acquiring Person of 15% or more of our common stock, except pursuant to a Permitted Offer or by an Excluded Person (the earlier of such dates being called the “Distribution Date”), the Rights are not exercisable and are not

transferable apart from our common stock. Under the Renewed Rights Plan, a person is also deemed to beneficially own shares of our common stock that are the subject of a derivative transaction entered into, or a derivative security acquired by, such person, which gives such person the economic equivalent of ownership. As soon as practicable after the Rights become exercisable, separate Rights certificates would be issued and the Rights would become transferable apart from our common stock. The Rights held by the person or group who triggers the Rights shall be null and void and are not exercisable.

The Rights will not become exercisable ornon-redeemable based on the common stock held or beneficially owned by any of the following persons or entities (“Excluded Persons”):

LSB;

any of our subsidiaries;

~~LSB;~~

any employee benefit plan of LSB or our subsidiaries;

any entity holding common stock for or pursuant to any employee benefit plan of LSB or our subsidiaries;

·	~~any of our subsidiaries;~~

any member of the “Golsen Group,” which are (a) Jack E. Golsen, (b) his wife and children, (c) the spouse and children of Jack E. Golsen’s children, (d) the estate, executor administrator, guardian or custodian of person’s described in (a), (b) and (c) above, (e) any corporation, partnership, limited liability company, other entity or trust of which at least 80% of the voting stock, membership or equity interest (or, as to trusts, presumptive interest in principle and income) is beneficially owned by persons described in (a), (b), (c) and (d) above, and (f) certain other affiliates, or associates of the persons described in (a), (b), (c) and (d) above;

any person whom our board of directors determines acquired 15% or more of the common stock inadvertently (including, without limitation, (a) any person who was unaware that he, she or it was the beneficial owner of a percentage of the common stock that would otherwise cause such person to trigger the Rights or (b) such person was unaware of the extent of its beneficial ownership of common stock but had no actual knowledge of the consequences of such and had no intention on influencing control of us) and such person divests, within 10 business days from the date of the board’s determination a sufficient number of shares (or derivative common shares) so as to no longer beneficially own 15% of the common stock; or

·	~~any employee benefit plan of LSB or our subsidiaries;~~

any person who acquires beneficial ownership of 15% or more of the common stock solely as the result of purchases by us of common stock, unless such person shall, after such share repurchase by us, become the beneficial owner of an additional 1% or more of the then outstanding shares of our common stock.

·	~~any entity holding common stock for or pursuant to any employee benefit plan of LSB or our subsidiaries;~~

any member of the “Golsen Group”, which are (i) Jack E. Golsen, (ii) his wife and children, (iii) the spouse and children of Jack E. Golsen’s children, (iv) the estate, executor administrator, guardian or custodian of person’s described in (i), (ii) and (iii) above, (v) any corporation, partnership, limited liability company, other entity or trust of which at least 80% of the voting stock, membership or equity interest (or, as to trusts, presumptive interest in principle and income) is beneficially owned by persons described in (i), (ii), (iii) and (iv) above, and (vi) certain other affiliates, or associates of the persons described in (i), (ii), (iii) and (iv) above;

The Renewed Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights):

the Rights will be transferred with and only with our common stock;

new common stock certificates issued after the Record Date, upon transfer or new issuance of common stock by us will contain a notation incorporating the Renewed Rights Agreement by reference; and

·	~~the Rights will be transferred with and only with our common stock;~~

the surrender for transfer of any certificates for common stock, even without such notation (or a copy of this Summary of Rights) being attached thereto, will also constitute the transfer of Rights associated with the common stock represented by such certificate.

·	~~new common stock certificates issued after the Record Date, upon transfer or new issuance of common stock by us will contain a notation incorporating the Renewed Rights Agreement by reference; and~~

·	the surrender for transfer of any certificates for common stock, even without such notation (or a copy of this Summary of Rights) being attached thereto, will also constitute the transfer of Rights associated with the common stock represented by such certificate.

As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (“Right Certificates”) will be mailed to the holders of record of the common stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights.

The Rights are not exercisable until the Distribution Date. The Rights will expire on January 4, 2019 (the “Final Expiration Date”), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed by us, in each case, as described below.

In the event that any person becomes an Acquiring Person (except pursuant to a tender or exchange offer which is for all outstanding shares of common stock at a price and on terms which a majority of certain members of the ~~Board~~board of ~~Directors~~directors determines to be adequate and in the best interests of us, our stockholders and other relevant constituencies, other than the Acquiring Person, its affiliates and associates (a “Permitted Offer”)), each holder of a Right (except Rights which have been voided as set forth herein) will thereafter have the Right ~~(the “Flip-In Rights”)~~ to receive upon exercise the number of shares of common stock or of ~~one-one hundredths~~oneone-hundredths of a share of Series A Preferred Stock (or, in certain circumstances, other securities of the Company) having a value (on the date such person became an Acquiring Person) equal to two times the Purchase Price of the Right.

If an acquiring company were to merge or otherwise combine with us, or we were to sell 50% or more of our assets or earning power, each Right then outstanding would “flip-over” and thereby would become a right to buy that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right.

The acquirer who triggered the Rights is excluded from the ability to “flip-over.” A merger or other combination would not entitle the Rights to “flip-over” if such transaction is consummated with a person or group who acquired our common stock pursuant to a Permitted Offer (as defined below), the price per share of common stock paid to all holders of common stock is not less than the price per share of common stock pursuant to the Permitted Offer, and the form of consideration offered in such transaction is the same as the form of consideration paid pursuant to the Permitted Offer. “Permitted Offer” is a tender or exchange offer for all shares of our common stock at a price and on terms that a majority of the board of directors, who are not officers or the person or group who could trigger the exercisability of the Rights, ~~deem~~deems adequate and in our best interest and our ~~stockholders~~stockholders’ best interest.

The Purchase Price payable, and the number of Series A Preferred Stock, our common stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution:

in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Series A Preferred Stock;

upon the grant to holders of the Series A Preferred Stock of certain rights or warrants to subscribe for or purchase Series A Preferred Stock at a price, or securities convertible into Series A Preferred Stock with a conversion price, less than the then current market price of the Series A Preferred Stock; or

·	~~in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Series A Preferred Stock;~~

upon the distribution to holders of the Series A Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Series A Preferred Stock) or of subscription rights or warrants (other than those referred to above).

upon the grant to holders of the Series A Preferred Stock of certain rights or warrants to subscribed for or purchase Series A Preferred Stock at a price, or securities convertible into Series A Preferred Stock with a conversion price, less than the then current market price of the Series A Preferred Stock; or

The number of outstanding Rights and the number of oneone-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of our common stock or a stock dividend on the common stock payable in common stock or subdivisions, consolidations or combinations of our common stock occurring, in any such case, prior to the Distribution Date.

Any Rights that are beneficially owned by ~~(i)~~(a) any Acquiring Person (or any affiliate or associate of such Acquiring Person), ~~(ii)~~(b) a transferee of an Acquiring Person (or any affiliate or associate thereof) who becomes a transferee after the Acquiring Person becomes such, or ~~(iii)~~(c) under certain conditions, a transferee of any Acquiring Person (or any affiliate or associate thereof) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such, shall be null and void and no holder of such Rights shall thereafter have rights to exercise such Rights.

At any time after a person becomes an Acquiring Person and prior to the acquisition by such Person (or affiliate or associate of an Acquiring Person) of 50% or more of our outstanding common stock, our board of directors may exchange the Rights (other than Rights owned by such Acquiring Person which have become void), in whole or in part, at an exchange ratio of one share of our common stock, or ~~one-one hundredth~~oneone-hundredth of a Preferred Share (or of a share of a class or series of our preferred stock having equivalent Rights, preferences and privileges), per Right (subject to adjustment). Upon our board of directors ordering the exchange, the right to exercise the Right shall terminate and the only right thereafter shall be to receive the shares in accordance with the exchange.

With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Series A Preferred Stock will be issued (other than fractions which are integral multiples of oneone-hundredth of a Preferred Share, which may, at our election, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Series A Preferred Stock on the last trading day prior to the date of exercise.

At any time prior to the earlier of the Distribution Date or Final Expiration Date, our board of directors may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the “Redemption Price”), adjusted to reflect any stock split, stock dividend or similar transaction, and payable, at the option of the Company, either in cash, shares of our common stock, or any other form of consideration deemed appropriate by our board of directors. The redemption of the Rights may be made effective at such time, on such basis and with such conditions as our board of directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holder of Rights will be to receive the Redemption Price.

The terms of the Renewed Rights Agreement and the Rights may be amended by us without the consent of the holders of the Rights, in order to cure any ambiguity, to correct or supplement any provision contained therein which may be defective or inconsistent with any other provisions contained therein, or to make any other changes or amendments to the provisions contained therein which we may deem necessary or desirable, except that from and after such time as any person becomes an Acquiring Person, no such amendment may adversely affect the interests of the holders of the Rights (other than the Acquiring Person or any affiliate or associate of the Acquiring Person). No amendment to the Renewed Rights Agreement or our Rights shall be made which changes the redemption price or the number of Series A Preferred Stock or shares of common stock for which a Right is exercisable or exchangeable.

Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of LSB, including, without limitation, the right to vote or to receive dividends.

~~DESCRIPTION OF DEBT SECURITIES~~

Anti-Takeover Effects of Delaware Law, Our ~~debt securities, consisting~~Certificate of ~~notes, debentures~~Incorporation and Our Bylaws

Some provisions of Delaware law, our Certificate of Incorporation and our Bylaws contain provisions that could make the following transactions more difficult: acquisitions of us by means of a tender offer, a proxy contest or ~~other evidences~~otherwise or removal of ~~indebtedness,~~our incumbent officers and directors. These provisions may ~~be issued from time~~also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to ~~time in one~~accomplish or ~~more series pursuant to, in the case of senior debt securities, a senior indenture~~could deter transactions that stockholders may otherwise consider to be ~~entered into between~~in their best interest or in our best interests, including transactions that might result in a premium over the market price for our shares.

These provisions are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us ~~and a trustee~~ to be named therein, and in the case of subordinated debt securities, a subordinated indenture to be entered into between us and a trustee to be named therein. The terms of our debt securities will include those set forth in the indentures and those made a part of the indentures by the Trust Indenture Act of 1939, as amended.

first negotiate with us. We believe that the ~~following describes~~benefits of increased protection and our potential ability to negotiate with the ~~material provisions~~proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because, among other things, negotiation of these proposals could result in an improvement of their terms.

Delaware Law

Section 203 of the ~~indentures~~DGCL prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years following the date that the stockholder became an interested stockholder, unless:

the transaction is approved by the board of directors before the date the interested stockholder attained that status;

upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or

on or after such time the business combination is approved by the board of directors and authorized at a meeting of stockholders by at leasttwo-thirds of the ~~debt securities. In addition,~~outstanding voting stock that is not owned by the ~~indentures~~interested stockholder.

An interested stockholder is defined as a person who, together with any affiliates or associates of such person, beneficially owns, directly or indirectly, 15% or more of the outstanding voting shares of a Delaware corporation. The term “business combination” is broadly defined to include a broad array of transactions, including mergers, consolidations, sales or other dispositions of assets having a total value in excess of 10% of the consolidated assets of the corporation or all of the outstanding stock of the corporation, and some other transactions that would increase the ~~debt securities sold pursuant to this prospectus could be revised~~interested stockholder’s proportionate share ownership in the corporation.

Our Certificate of Incorporation and ~~varied depending on negotiations with the purchasers~~Our Bylaws

Provisions of our ~~debt securities,~~Certificate of Incorporation and our Bylaws may delay or discourage transactions involving an actual or potential change in control or change in our management, including transactions in which ~~revisions~~stockholders might otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our common stock.

Among other things, our Certificate of Incorporation and ~~changes will be described in a supplemental prospectus filed by us with SEC. We urge you to read~~Bylaws:

provide for the ~~indentures.~~

~~General~~

The senior debt securities will constitute unsecured and unsubordinated obligations of ours and will rank pari passu with our other unsecured and unsubordinated obligations. The subordinated debt securities will constitute our unsecured and subordinated obligations and will be junior in right of payment to our Senior Indebtedness (including senior debt securities), as described under the heading “Certain Termsdivision of the ~~Subordinated Debt Securities—Subordination.”~~

~~The debt securities will be our unsecured obligations. Any secured debt or other secured obligations will be effectively senior to the debt securities to the extent~~Board into three classes, each class consisting as nearly as possible ofone-third of the ~~value~~whole. The term of office of one class of directors expires each year; with each class of directors elected for a term of three years and until the ~~assets securing such debt~~stockholders elect their qualified successors;

provide that all vacancies, including newly created directorships, may, except as otherwise required by law or, ~~other obligations.~~

~~The~~if applicable, ~~prospectus supplement will include any additional~~the rights of holders of a series of preferred stock, be filled by a majority of directors then in office, even if less than a quorum, or ~~different terms~~by the sole remaining director;

provide that our Certificate of Incorporation and Bylaws may be amended by the ~~debt securities being offered, including the following terms:~~

·	~~the debt securities’ designation;~~

·	~~the aggregate principal amount of the debt securities;~~

·	~~the percentage of their principal amount (i.e., price) at which the debt securities will be issued;~~

·	~~the date or dates on which the debt securities will mature and the right, if any, to extend such date or dates;~~

·	~~the rate or rates, if any, per year, at which the debt securities will bear interest, or the method of determining such rate or rates;~~

·	the date or dates from which such interest will accrue, the interest payment dates on which such interest will be payable or the manner of determination of such interest payment dates and the record dates for the determination of holders to whom interest is payable on any interest payment date;

·	~~the right, if any, to extend the interest payment periods and the duration of that extension;~~

·	~~the manner of paying principal and interest and the place or places where principal and interest will be payable;~~

·	~~provisions for a sinking fund purchase or other analogous fund, if any;~~

·	the period or periods, if any, within which, the price or prices at which, and the terms and conditions upon which the debt securities may be redeemed, in whole or in part, at our option or at your option;

·	~~the form of the debt securities;~~

·	~~any provisions for payment of additional amounts for taxes and any provision for redemption, if we must pay such additional amounts in respect of any debt security;~~

·	~~the terms and conditions, if any, upon which we may have to repay the debt securities early at your option;~~

·	the currency, currencies or currency units for which you may purchase the debt securities and the currency, currencies or currency units in which principal and interest, if any, on the debt securities may be payable;

·	the terms and conditions upon which conversion or exchange of the debt securities may be effected, if any, including the initial conversion or exchange price or rate and any adjustments thereto and the period or periods when a conversion or exchange may be effected;

·	~~whether and upon what terms the debt securities may be defeased;~~

·	~~any events of default or covenants in addition to or in lieu of those set forth in the indenture;~~

·	~~provisions for electronic issuance of debt securities or for debt securities in uncertificated form; and~~

·	any other terms of the debt securities, including any terms which may be required by or advisable under applicable laws or regulations or advisable in connection with the marketing of the debt securities.

~~We may from time to time, without notice to or the consent~~affirmative vote of the holders of ~~any series~~at leasttwo-thirds of ~~debt securities, create and issue further debt securities~~our then outstanding voting stock;

provide that special meetings of our stockholders may only be called by our chairman or by a majority of the directors then in office;

provide that the affirmative vote of the holders of not less thantwo-thirds of the outstanding voting stock of LSB voting as a single class shall be required for the approval or authorization of any ~~such series ranking equally~~(i) merger or consolidation of

LSB with or into any other corporation, or (ii) sale, lease or exchange of all or substantially all of the assets of LSB to or with any other corporation, person or entity; provided, however, that suchtwo-thirds voting requirement shall not be applicable if (a) LSB is merged with a corporation in which at leasttwo-thirds of the outstanding shares of each class of stock of such corporation is owned by LSB, or (b) if a transaction described in clauses (i) or (ii) above has been approved by a vote of at least a majority of the members of the board of directors of LSB. If suchtwo-thirds voting requirement of the outstanding voting stock of LSB shall not be applicable under the provisions of clauses (a) or (b) above, then in such event transactions specified in (i) or (ii) above shall require only such affirmative vote as is required by law, regulation or any other provision of our Certificate of Incorporation; and

provide that our Bylaws can be amended by our board of directors.

Limitations of Liability and Indemnification Matters

Our Certificate of Incorporation limits the ~~debt securities~~liability of ~~such series~~our directors for monetary damages for breach of their fiduciary duty as directors, except for liability that cannot be eliminated under the DGCL. Delaware law provides that directors of a company will not be personally liable for monetary damages for breach of their fiduciary duty as directors, except for liabilities:

for any breach of their duty of loyalty to us or our stockholders;

for acts or omissions not in ~~all respects (or in all respects other than the~~good faith or which involve intentional misconduct or a knowing violation of law;

for unlawful payment of ~~interest accruing~~dividend or unlawful stock repurchase or redemption, as provided under Section 174 of the DGCL; or

for any transaction from which the director derived an improper personal benefit.

Any amendment, repeal or modification of these provisions will be prospective only and would not affect any limitation on liability of a director for acts or omissions that occurred prior to any such amendment, repeal or modification.

Our Bylaws also provide that we will indemnify our directors and officers to the ~~issue date~~fullest extent permitted by Delaware law. If Delaware law is amended to authorize corporate action further eliminating or limiting the personal liability of ~~such further debt securities~~a director, then the liability of our directors will be eliminated or ~~except~~limited to the fullest extent permitted by Delaware law, as so amended. Our Bylaws also permit us to purchase insurance on behalf of any officer, director, employee or other agent for any liability arising out of that person’s actions as our officer, director, employee or agent, regardless of whether Delaware law would permit indemnification. We have entered into indemnification agreements with each of our directors and officers. These agreements require us to indemnify these individuals to the ~~first payment~~fullest extent permitted under Delaware law against liability that may arise by reason of ~~interest following~~their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We believe that the ~~issue date~~limitation of ~~such further debt securities). Such further debt securities~~liability provision in Certificate of Incorporation and the indemnification agreements facilitates our ability to continue to attract and retain qualified individuals to serve as directors and officers.

The limitation of liability and indemnification provisions in our Certificate of Incorporation and Bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our stockholders. A stockholder’s investment may be ~~consolidated~~harmed to the extent we pay the costs of settlement and ~~form a single series with~~damage awards against directors and officers pursuant to these indemnification provisions. Insofar as indemnification for liabilities arising under the ~~debt securities~~Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such ~~series~~indemnification is against public policy as expressed in the Securities Act, and ~~have the same terms~~is, therefore, unenforceable. There is no pending litigation or proceeding naming any of our directors or officers as to ~~status, redemption~~which indemnification is being sought, nor are we aware of any pending or ~~otherwise as~~threatened litigation that may result in claims for indemnification by any director or officer.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Computershare Limited.

Listing

Our common stock is listed on the ~~debt securities~~NYSE under the symbol “LXU.”

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FORNON-U.S. HOLDERS

The following is a summary of ~~such series.~~

~~You may present debt securities for exchange and you may present debt securities for transfer in~~ the manner, at the places and subject to the restrictions set forth in the debt securities and the applicable prospectus supplement. We will provide you those services without charge, although you may have to pay any tax or other governmental charge payable in connection with any exchange or transfer, as set forth in the indenture.

Debt securities will bear interest at a fixed rate or a floating rate. Debt securities bearing no interest or interest at a rate that at the time of issuance is below the prevailing market rate (original issue discount securities) may be sold at a discount below their stated principal amount. Specialmaterial U.S. federal income tax considerations related to the purchase, ownership and disposition of our common stock by anon-U.S. holder (as defined below), that holds our common stock as a “capital asset” (generally property held for investment). This summary is based on the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations, administrative rulings and judicial decisions, all as in effect on the date hereof, and all of which are subject to change, possibly with retroactive effect. We have not sought any ruling from the Internal Revenue Service (“IRS”) with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS or a court will agree with such statements and conclusions.

This summary does not address all aspects of U.S. federal income taxation that may be relevant tonon-U.S. holders in light of their personal circumstances. In addition, this summary does not address the Medicare tax on certain investment income, U.S. federal estate or gift tax laws, any state, local ornon-U.S. tax laws or any tax treaties. This summary also does not address tax considerations applicable to investors that may be subject to special treatment under the U.S. federal income tax laws, such as:

banks, insurance companies or other financial institutions;

tax-exempt or governmental organizations;

qualified foreign pension funds (or any ~~such discounted debt~~entities all of the interests of which are held by a qualified foreign pension fund);

dealers in securities or foreign currencies;

persons whose functional currency is not the U.S. dollar;

“controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to ~~certain debt~~avoid U.S. federal income tax;

traders in securities ~~issued at par which are treated as having been issued at a discount~~that use themark-to-market method of accounting for U.S. federal income tax purposes;

persons subject to the alternative minimum tax;

partnerships or other pass-through entities for U.S. federal income tax purposes ~~will be described~~or holders of interests therein;

persons deemed to sell our common stock under the constructive sale provisions of the Code;

persons that acquired our common stock through the exercise of employee stock options or otherwise as compensation or through atax-qualified retirement plan;

certain former citizens or long-term residents of the United States;

real estate investment trusts or regulated investment companies; and

persons that hold our common stock as part of a straddle, appreciated financial position, synthetic security, hedge, conversion transaction or other integrated investment or risk reduction transaction.

PROSPECTIVE INVESTORS ARE ENCOURAGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATION, AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL,NON-U.S. OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Non-U.S. Holder Defined

For purposes of this discussion, a“non-U.S. holder” is a beneficial owner of our common stock that is not for U.S. federal income tax purposes a partnership or any of the following:

an individual who is a citizen or resident of the United States;

a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the ~~applicable prospectus supplement.~~

~~We may issue debt securities with~~laws of the ~~principal amount payable on~~United States, any ~~principal payment date,~~state thereof or the ~~amount~~District of ~~interest payable on any interest payment date,~~Columbia;

an estate the income of which is subject to ~~be determined by reference~~U.S. federal income tax regardless of its source; or

a trust (i) the administration of which is subject to the primary supervision of a U.S. court and which has one or more currency exchange rates, securities or baskets of securities, commodity prices or indices. You may receive a payment of principal on any principal payment date, or a payment of interest on any interest payment date, that is greater than or less thanUnited States persons who have the ~~amount of principal or interest otherwise payable on such dates, depending on the value on such dates~~authority to control all substantial decisions of the trust or (ii) which has made a valid election under applicable ~~currency, security~~U.S. Treasury regulations to be treated as a United States person.

If a partnership (including an entity or ~~basket~~arrangement treated as a partnership for U.S. federal income tax purposes) holds our common stock, the tax treatment of ~~securities, commodity~~a partner in the partnership generally will depend upon the status of the partner, upon the activities of the partnership and upon certain determinations made at the partner level. Accordingly, we urge partners in partnerships (including entities or ~~index. Information~~arrangements treated as partnerships for U.S. federal income tax purposes) considering the purchase of our common stock to consult their tax advisors regarding the methods for determining the amount of principal or interest payable on any date, the currencies, securities or baskets of securities, commodities or indices to which the amount payable on such date is linked and certain additionalU.S. federal income tax considerations ~~will be set forth~~of the purchase, ownership and disposition of our common stock by such partnership.

Distributions

We do not expect to pay any distributions on our common stock in the ~~applicable prospectus supplement.~~

~~Certain Terms of the Senior Debt Securities~~

~~Covenants.~~ Unless otherwise indicated in a prospectus supplement, the senior debt securities will not contain any financial or restrictive covenants, including covenants restricting either us or any of our subsidiaries from incurring, issuing, assuming or guarantying any indebtedness secured by a lien on any of our or our subsidiaries’ property or capital stock, or restricting either us or any of our subsidiaries from entering into sale and leaseback transactions.

~~Consolidation, Merger and Sale of Assets.~~ Unless we indicate otherwise in a prospectus supplement, we may not consolidate with or merge into any other person, in a transaction in which we are not the surviving corporation, or convey, transfer or lease our properties and assets substantially as an entirety to any person, unless:

·	~~the successor entity, if any, is a U.S. corporation, limited liability company, partnership or trust (subject to certain exceptions provided for in the senior indenture);~~

·	~~the successor entity assumes our obligations on the senior debt securities and under the senior indenture;~~

·	~~immediately after giving effect to the transaction, no default or event of default shall have occurred and be continuing; and~~

·	~~certain other conditions are met.~~

~~No Protection in the Event of a Change of Control.~~ Unless otherwise indicated in a prospectus supplement with respect to a particular series of senior debt securities, the senior debt securities will not contain any provisions which may afford holders of the senior debt securities protectionforeseeable future. However, in the event we ~~have~~do make distributions of cash or other property on our common stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent those distributions exceed our current and accumulated earnings and profits, the distributions will be treated as a ~~change~~non-taxable return of capital to the extent of thenon-U.S. holder’s tax basis in ~~control~~our common stock and thereafter as capital gain from the sale or exchange of such common stock. See “—Gain on Disposition of Common Stock.” Subject to the withholding requirements under FATCA (as defined below) and with respect to effectively connected dividends, each of which is discussed below, any distribution made to anon-U.S. holder on our common stock generally will be subject to U.S. withholding tax at a rate of 30% of the gross amount of the distribution unless an applicable income tax treaty provides for a lower rate. To receive the benefit of a reduced treaty rate, anon-U.S. holder must provide the applicable withholding agent with an IRSForm W-8BEN or IRSForm W-8BEN-E (or other applicable or successor form) certifying qualification for the reduced rate.

Dividends paid to anon-U.S. holder that are effectively connected with a trade or business conducted by thenon-U.S. holder in the ~~event of~~United States (and, if required by an applicable income tax treaty, are treated as attributable to a ~~highly leveraged transaction (whether or not such transaction results~~permanent establishment maintained by thenon-U.S. holder in the United States) generally will be taxed on a ~~change~~net income basis at the rates and in ~~control).~~

~~Events of Default.~~ ~~An event of default for any series of senior debt securities is~~the manner generally applicable to United States persons (as defined under the ~~senior indenture~~Code). Such effectively connected dividends will not be subject to U.S. withholding tax if thenon-U.S. holder satisfies certain certification requirements by providing the applicable withholding agent with a properly executed IRS FormW-8ECI certifying eligibility for exemption. If thenon-U.S. holder is a corporation for U.S. federal income tax purposes, it may also be subject to a branch profits tax (at a 30% rate or such lower rate as ~~being:~~

·	our default in the payment of principal or premium on the senior debt securities of such series when due and payable whether at maturity, upon acceleration, redemption or otherwise, if that default continues for such period as may be specified ~~for such series;~~

·	our default in the payment of interest on any senior debt securities of such series when due and payable, if that default continues for a period of 60 days (or such other period as may be specified for such series);

our default in the performance of or breach of any of our other covenants or agreements in the senior indenture applicable to senior debt securities of such series, other than a covenant breach which is specifically dealt with elsewhere in the senior indenture, and that default or breach continues for a period of 90 days after we receive written notice from the trustee or from the holders of 25% or more in aggregate principal amount of the senior debt securities of such series;

·	~~there occurs any other event of default provided for in such series of senior debt securities;~~

a court having jurisdiction enters a decree or order for (1) relief in respect of us in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect; (2) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of us or for all or substantially all of our property and assets; or (3) the winding up or liquidation of our affairs and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

we (1) commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law; (2) consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of ours for all or substantially all of our property and assets; or (3) effect any general assignment for the benefit of creditors.

~~The default~~ by usan applicable income tax treaty) on its effectively connected earnings and profits (as adjusted for certain items), which will include effectively connected dividends.

Gain on Disposition of Common Stock

Subject to the discussions below under “—Backup Withholding and Information Reporting” and “—Additional Withholding Requirements under FATCA,” anon-U.S. holder generally will not be subject to U.S. federal income or withholding tax on any gain realized upon the sale or other ~~debt, including any other series~~disposition of ~~debt securities,~~our common stock unless:

thenon-U.S. holder is ~~not a default under the senior indenture.~~

If an ~~event of default other than an event of default specified~~individual who is present in the ~~last two bullet points above~~United States for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs and certain other conditions are met;

the gain is effectively connected with ~~respect~~a trade or business conducted by thenon-U.S. holder in the United States (and, if required by an applicable income tax treaty, is attributable to a ~~series~~permanent establishment maintained by thenon-U.S. holder in the United States); or

our common stock constitutes a United States real property interest by reason of ~~senior debt securities~~our status as a United States real property holding corporation (“USRPHC”) for U.S. federal income tax purposes and as a result such gain is ~~continuing under~~treated as effectively connected with a trade or business conducted by the ~~senior indenture, then, and~~non-U.S. holder in ~~each and every~~the United States.

Anon-U.S. holder described in the first bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such ~~case, either~~lower rate as specified by an applicable income tax treaty) on the ~~trustee or the holders of not less than 25% in aggregate principal~~ amount of such ~~series then outstanding under~~gain, which generally may be offset by U.S. source capital losses.

Anon-U.S. holder whose gain is described in the ~~senior indenture (each such series voting as a separate class) by written notice to us and~~second bullet point above or, subject to the trustee, if such notice is given by the holders, may, and the trustee at the request of such holders shall, declare the principal amount of and accrued interest, if any, on such senior debt securities to be immediately due and payable.

~~If an event of default specified~~exceptions described in the last two bullet points above occurs with respect to us and is continuing, the entire principal amount of, and accrued interest, if any, on each series of senior debt securities then outstanding shall become immediately due and payable.

Upon a declaration of acceleration, the principal amount of and accrued interest, if any, on such senior debt securities shall be immediately due and payable. Unless otherwise specified in the prospectus supplement relating to a series of senior debt securities originally issued at a discount, the amount due upon acceleration shall include only the original issue price of the senior debt securities, the amount of original issue discount accrued to the date of acceleration and accrued interest, if any.

Upon certain conditions, declarations of acceleration may be rescinded and annulled and past defaults may be waived by the holders of a majority in aggregate principal amount of all the senior debt securities of such series affected by the default, each series voting as a separate class (or, of all the senior debt securities, as the case may be, voting as a single class). Furthermore, subject to various provisions in the senior indenture, the holders of at least a majority in aggregate principal amount of a series of senior debt securities, by notice to the trustee, may waive an existing default or event of default with respect to such senior debt securities and its consequences, except a default in the payment of principal of or interest on such senior debt securities or in respect of a covenant or provision of the senior indenture which cannot be modified or amended without the consent of the holders of each such senior debt security. Upon any such waiver, such default shall cease to exist, and any event of default with respect to such senior debt securities shall be deemed to have been cured, for every purpose of the senior indenture; but no such waiver shall extend to any subsequent or other default or event of default or impair any right consequent thereto. For information as to the waiver of defaults, see “—Modification and Waiver.”

The holders of at least a majority in aggregate principal amount of a series of senior debt securities may direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to such senior debt securities. However, the trustee may refuse to follow any direction that conflicts with law or the senior indenture, that may involve the trustee in personal liability, or that the trustee determines in good faith may be unduly prejudicial to the rights of holders of such series of senior debt securities not joining in the giving of such direction and may take any other action it deems proper that is not inconsistent with any such direction received from holders of such series of senior debt securities. A holder may not pursue any remedy with respect to the senior indenture or any series of senior debt securities unless:

·	~~the holder gives the trustee written notice of a continuing event of default;~~

·	~~the holders of at least 25% in aggregate principal amount of such series of senior debt securities make a written request to the trustee to pursue the remedy in respect of such event of default;~~

·	~~the requesting holder or holders offer the trustee indemnity satisfactory to the trustee against any costs, liability or expense;~~

·	~~the trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and~~

·	~~during such 60-day period, the holders of a majority in aggregate principal amount of such series of senior debt securities do not give the trustee a direction that is inconsistent with the request.~~

These limitations, however, do not apply to the right of any holder of a senior debt security to receive payment of the principal of or interest, if any, on such senior debt security, or to bring suit for the enforcement of any such payment, on or after the due date for the senior debt securities, which right shall not be impaired or affected without the consent of the holder.

The senior indenture requires certain of our officers to certify, on or before a fixed date in each year in which any senior debt security is outstanding, as to their knowledge of our compliance with all conditions and covenants under the senior indenture.

~~Discharge and Defeasance.~~ The senior indenture provides that, unless the terms of any series of senior debt securities provides otherwise, we may discharge our obligations with respect to a series of senior debt securities and the senior indenture with respect to such series of senior debt securities if:

·	~~we pay or cause to be paid, as and when due and payable, the principal of and any interest on all senior debt securities of such series outstanding under the senior indenture;~~

·	all senior debt securities of such series previously authenticated and delivered with certain exceptions, have been delivered to the trustee for cancellation and we have paid all sums payable by us under the senior indenture; or

·	~~the senior debt securities of such series mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the trustee for giving the notice of~~

redemption, and we irrevocably deposit in trust with the trustee, as trust funds solely for the benefit of the holders of the senior debt securities of such series, for that purpose, the entire amount in cash or, in the case of any series of senior debt securities payments on which may only be made in U.S. dollars, U.S. government obligations (maturing as to principal and interest in such amounts and at such times as will insure the availability of sufficient cash), after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the trustee, to pay principal of and interest on the senior debt securities of such series to maturity or redemption, as the case may be, and to pay all other sums payable by us under the senior indenture.

With respect to the first and second bullet points, only our obligations to compensate and indemnify the trustee and our right to recover unclaimed money held by the trustee under the senior indenture shall survive. With respect tonext paragraph, the third bullet point ~~certain rights~~above, generally will be taxed on a net income basis at the rates and ~~obligations~~in the manner generally applicable to United States persons (as defined under the ~~senior indenture (such as our obligation to maintain~~Code) unless an ~~office or agency in respect of such senior debt securities, to have moneys held~~applicable income tax treaty provides otherwise. If the non-U.S. holder is a corporation for payment in trust, to register the transfer or exchange of such senior debt securities, to deliver such senior debt securities for replacement or to be canceled, to compensate and indemnify the trustee and to appoint a successor trustee, and our right to recover unclaimed money held by the trustee) shall survive until such senior debt securities are no longer outstanding. Thereafter, only our obligations to compensate and indemnify the trustee and our right to recover unclaimed money held by the trustee shall survive.

Unless the terms of any series of senior debt securities provide otherwise, on the 121st day after the date of deposit of the trust funds with the trustee, we will be deemed to have paid and will be discharged from any and all obligations in respect of the series of senior debt securities provided for in the funds, and the provisions of the senior indenture will no longer be in effect with respect to such senior debt securities (“legal defeasance”); provided that the following conditions shall have been satisfied:

we have irrevocably deposited in trust with the trustee as trust funds solely for the benefit of the holders of the senior debt securities of such series, for payment of the principal of and interest on the senior debt securities of such series, cash in an amount or, in the case of any series of senior debt securities payments on which can only be made in U.S. dollars, U.S. government obligations (maturing as to principal and interest at such times and in such amounts as will insure the availability of cash) or a combination thereof sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the trustee), after payment of all federal state and local taxes or other charges and assessments in respect thereof payable by the trustee, to pay and discharge the principal of and accrued interest on the senior debt securities of such series to maturity or earlier redemption, as the case may be, and any mandatory sinking fund payments on the day on which such payments are due and payable in accordance with the terms of the senior indenture and the senior debt securities of such series;

·	such deposit will not result in a breach or violation of, or constitute a default under, the senior indenture or any other material agreement or instrument to which we are a party or by which we are bound;

·	~~no default or event of default with respect to the senior debt securities of such series shall have occurred and be continuing on the date of such deposit;~~

~~we shall have delivered to the trustee either an officer’s certificate and an opinion of counsel that the holders of the senior debt securities of such series will not recognize~~ income tax purposes whose gain or loss for federal income tax purposes as a result of our exercising our option under this provision of the senior indenture and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred or a ruling by the Internal Revenue Service to the same effect; and

·	we have delivered to the trustee an officer’s certificate and an opinion of counsel, in each case stating that all conditions precedent provided for in the senior indenture relating to the contemplated defeasance of the senior debt securities of such series have been complied with.

Subsequent to the legal defeasance above, certain rights and obligations under the senior indenture (such as our obligation to maintain an office or agency in respect of such senior debt securities, to have moneys held for payment in trust, to register the exchange of such senior debt securities, to deliver such senior debt securities for replacement or to be canceled, to compensate and indemnify the trustee and to appoint a successor trustee, and our right to recover unclaimed money held by the trustee) shall survive until such senior debt securities are no longer outstanding. After such senior debt securities are no longer outstanding, only our obligations to compensate and indemnify the trustee and our right to recover unclaimed money held by the trustee shall survive.

~~Modification and Waiver.~~ ~~We and the trustee may amend or supplement the senior indenture or the senior debt securities without the consent of any holder:~~

·	~~to convey, mortgage or pledge any assets as security for the senior debt securities of one or more series;~~

·	~~to evidence the succession of another corporation to us, and the assumption by such successor corporation of our covenants, agreements and obligations under the senior indenture;~~

·	to cure any ambiguity, defect or inconsistency in the senior indenture or in any supplemental indenture or to conform the senior indenture or the senior debt securities to the description of senior debt securities of such series set forth in this prospectus or a prospectus supplement;

·	to evidence and provide for the acceptance of appointment hereunder by a successor trustee, or to make such changes as shall be necessary to provide for or facilitate the administration of the trusts in the senior indenture by more than one trustee;

·	~~to establish the form or forms or terms of the senior debt securities as permitted by the senior indenture;~~

·	~~to add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms, purposes of issue, authentication and delivery of any series of senior debt securities;~~

·	to add to our covenants such new covenants, restrictions, conditions or provisions for the protection of the holders, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of default;

·	~~to make any change to the senior debt securities of any series so long as no senior debt securities of such series are outstanding; or~~

·	~~to make any change that does not adversely affect the rights of any holder in any material respect.~~

Other amendments and modifications of the senior indenture or the senior debt securities issued may be made, and our compliance with any provision of the senior indenture with respect to any series of senior debt securities may be waived, with the consent of the holders of not less than a majority of the aggregate principal amount of the outstanding senior debt securities of all series affected by the amendment or modification (voting as one class); provided, however, that each affected holder must consent to any modification, amendment or waiver that:

·	~~extends the stated maturity of the principal of, or any installment of interest on, any senior debt securities of such series;~~

·	~~extends the stated maturity of the principal of, or any installment of interest on, any senior debt securities of such series;~~

·	~~reduces the principal amount of, or premium, if any, or interest on, any senior debt securities of such series;~~

·	~~changes the place or currency of payment of principal of, or premium, if any, or interest on, any senior debt securities of such series;~~

·	~~changes the provisions for calculating the optional redemption price, including the definitions relating thereto;~~

·	changes the provisions relating to the waiver of past defaults or changes or impairs the right of holders to receive payment or to institute suit for the enforcement of any payment of any senior debt securities of such series on or after the due date therefor;

·	~~reduces the above-stated percentage of outstanding senior debt securities of such series the consent of whose holders~~ is ~~necessary to modify or amend or to waive certain provisions of or defaults under the senior indenture;~~

·	~~waives a default in the payment of principal of or interest on the senior debt securities;~~

·	~~adversely affects the rights of such holder under any mandatory redemption or repurchase provision or any right of redemption or repurchase at the option of such holder; or~~

·	modifies any of the provisions of this paragraph, except to increase any required percentage or to provide that certain other provisions cannot be modified or waived without the consent of the holder of each senior debt security of such series affected by the modification.

It shall not be necessary for the consent of the holders under this section of the senior indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this section of the senior indenture becomes effective, the trustee must give to the holders affected thereby certain notice briefly describing the amendment, supplement or waiver. We will mail supplemental indentures to holders upon request. Any failure by the trustee to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

~~No Personal Liability of Incorporators, Stockholders, Officers, Directors.~~ The senior indenture provides that no recourse shall be had under or upon any obligation, covenant or agreement of ours in the senior indenture or any supplemental indenture, or in any of the senior debt securities or because of the creation of any indebtedness represented thereby, against any incorporator, stockholder, officer or director, past, present or future, of ours or of any predecessor or successor corporation thereof under any law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise. Each holder, by accepting the senior debt securities, waives and releases all such liability.

~~Concerning the Trustee.~~ The senior indenture provides that, except during the continuance of a default, the trustee will not be liable, except for the performance of such duties as are specifically set forth in the senior indenture. If an event of default has occurred and is continuing, the trustee will exercise such rights and powers vested in it under the senior indenture and will use the same degree of care and skill in its exercise as a prudent person would exercise under the circumstances in the conduct of such person’s own affairs.

~~We may have normal banking relationships with the trustee under the senior indenture in the ordinary course of business.~~

~~Unclaimed Funds.~~ All funds deposited with the trustee or any paying agent for the payment of principal, interest, premium or additional amounts in respect of the senior debt securities that remain unclaimed for two years after the maturity date of such senior debt securities will be repaid to us. Thereafter, any right of any holder to such funds shall be enforceable only against us, and the trustee and paying agents will have no liability therefor.

~~Governing Law.~~ ~~The senior indenture and the debt securities will be governed by, and construed in accordance with, the internal laws of the State of New York.~~

~~Certain Terms of the Subordinated Debt Securities~~

~~Other than the terms of the subordinated indenture and subordinated debt securities relating to subordination, or otherwise as~~ described in the ~~prospectus supplement relating~~second bullet point above, then such gain would also be included in its effectively connected earnings and profits (as adjusted for certain items), which may be subject to a ~~particular series~~branch profits tax (at a 30% rate or such lower rate as specified by an applicable income tax treaty).

Generally, a corporation is a USRPHC if the fair market value of ~~subordinated debt securities, the terms of the subordinated indenture and subordinated debt securities are identical in all material respects to the terms~~

~~of the senior indenture and senior debt securities. Additional or different subordination terms may be specified in the prospectus supplement applicable to a particular series.~~

~~Subordination.~~ ~~The indebtedness evidenced by the subordinated debt securities is subordinate to the prior payment in full of all our Senior Indebtedness, as~~its “United States real property interests” (as defined in the ~~subordinated indenture. During~~Code) equals or exceeds 50% of the ~~continuance beyond any applicable grace period~~sum of ~~any default~~the fair market value of its worldwide real property interests and its other assets used or held for use in ~~the payment of principal, premium, interest~~a trade or any other payment due on any of our Senior Indebtedness, we may not make any payment of principal of, or premium, if any, or interest on the subordinated debt securities. In addition, upon any payment or distributionbusiness. Although a significant portion of our assets ~~upon any dissolution, winding up, liquidation~~may be considered United States real property interests, we have not made a determination as to whether we are a USRPHC. However, even if we are, or ~~reorganization,~~were to become, a USRPHC, as long as our common stock continues to be “regularly traded on an established securities market” (within the ~~payment~~meaning of the ~~principal of,~~U.S. Treasury Regulations), only anon-U.S. holder that actually or ~~premium, if~~constructively owns, or owned at any ~~and interest on~~time during the subordinated debt securities will be subordinated to the extent provided in the subordinated indenture in right of payment to the prior payment in full of all our Senior Indebtedness. Because of this subordination, if we dissolve or otherwise liquidate, holders of our subordinated debt securities may receive less, ratably, than holders of our Senior Indebtedness. The subordination provisions do not prevent the occurrence of an event of default under the subordinated indenture.

~~The term “Senior Indebtedness” of a person means with respect to such person the principal of, premium, if any, interest on, and any other payment due pursuant to any~~shorter of the ~~following, whether outstanding~~five-year period ending on the date of the ~~subordinated indenture~~disposition or ~~incurred by that person~~thenon-U.S. holder’s holding period for the common stock, more than 5% of our common stock will be treated as disposing of a U.S. real property interest and will be taxable on gain realized on the disposition of our common stock as a result of our status as a USRPHC. If we are, or were to become, a USRPHC and our common stock were not considered to be regularly traded on an established securities market, such holder (regardless of the percentage of stock owned) would be treated as disposing of a U.S. real property interest and would be subject to U.S. federal income tax on a taxable disposition of our common stock (as described in the ~~future:~~

·	~~all of the indebtedness of that person for money borrowed;~~

·	~~all of the indebtedness of that person evidenced by notes, debentures, bonds or other securities sold by that person for money;~~

·	~~all of the lease obligations which are capitalized on the books of that person in accordance with generally accepted accounting principles;~~

all indebtedness of others of the kinds described in the first two bullet points above and all lease obligations of others of the kind described in the third bullet point above that the person, in any manner, assumes or guarantees or that the person in effect guarantees through an agreement to purchase, whether that agreement is contingent or otherwise; and

·	all renewals, extensions or refundings of indebtedness of the kinds described in the first, second or fourth bullet point above and all renewals or extensions of leases of the kinds described in the third or fourth bullet point above;

preceding paragraph), and a 15% withholding tax would apply to the gross proceeds from such disposition.

Non-U.S. holders should consult their tax advisors with respect to the application of the foregoing rules to their ownership and disposition of our common stock.

Backup Withholding and Information Reporting

Any dividends paid to anon-U.S. holder must be reported annually to the IRS and to thenon-U.S. holder. Copies of these information returns may be made available to the tax authorities in the country in which thenon-U.S. holder resides or is established. Payments of dividends to anon-U.S. holder generally will not be subject to backup withholding if thenon-U.S. holder establishes an exemption by properly certifying itsnon-U.S. status on an IRSForm W-8BEN or IRSForm W-8BEN-E (or other applicable or successor form).

Payments of the proceeds from a sale or other disposition by anon-U.S. holder of our common stock effected by or through a U.S. office of a broker generally will be subject to information reporting and backup withholding (at the applicable rate) unless thenon-U.S. holder establishes an exemption by properly certifying itsnon-U.S. status on an IRS FormW-8BEN or IRSForm W-8BEN-E (or other applicable or successor form) and certain other conditions are met. Information reporting and backup withholding generally will not apply to any payment of the proceeds from a sale or other disposition of our common stock effected outside the United States by anon-U.S. office of a broker. However, unless such broker has documentary evidence in its records that thenon-U.S. holder is not a United States person and certain other conditions are met, or thenon-U.S. holder otherwise establishes an exemption, information reporting will apply to a payment of the proceeds of the disposition of our common stock effected outside the United States by such a broker if it has certain relationships within the United States.

Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability (if any) of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained, provided that the required information is timely furnished to the IRS.

Additional Withholding Requirements under FATCA

Sections 1471 through 1474 of the Code, and the U.S. Treasury regulations and administrative guidance issued thereunder (“FATCA”), impose a 30% withholding tax on any dividends paid on our common stock and on the gross proceeds from a disposition of our common stock (if such disposition occurs after December 31, 2018), in each case if paid to a “foreign financial institution” or a“non-financial foreign entity” (each as defined in the Code) (including, in some cases, when such foreign financial institution ornon-financial foreign entity is acting as an intermediary), unless (i) in the case of ~~any particular indebtedness, lease, renewal, extension or refunding,~~a foreign financial institution, such institution enters into an agreement with the ~~instrument or lease creating or evidencing it or the assumption or guarantee relating~~U.S. government to ~~it expressly provides that such indebtedness, lease, renewal, extension or refunding is not superior in right of payment~~withhold on certain payments, and to collect and provide to the ~~subordinated~~U.S. tax authorities substantial information regarding U.S. account holders of such institution (which includes certain equity and debt ~~securities. Our senior debt securities constitute Senior Indebtedness for purposes~~holders of such institution, as well as certain account holders that arenon-U.S. entities with U.S. owners), (ii) in the case of anon-financial foreign entity, such entity certifies that it does not have any “substantial United States owners” (as defined in the Code) or provides the applicable withholding agent with a certification identifying the direct and indirect substantial United States owners of the ~~subordinated debt indenture.~~

~~DESCRIPTION~~entity (in either case, generally on an IRS FormW-8BEN-E), or (iii) the foreign financial institution ornon-financial foreign entity otherwise qualifies for an exemption from these rules and provides appropriate documentation (such as an IRS FormW-8BEN-E). Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing these rules may be subject to different rules. Under certain circumstances, a holder might be eligible for refunds or credits of such taxes.Non-U.S. holders are encouraged to consult their own tax advisors regarding the effects of FATCA on an investment in our common stock.

INVESTORS CONSIDERING THE PURCHASE OF ~~WARRANTS~~OUR COMMON STOCK ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AND THE APPLICABILITY AND EFFECT OF U.S. FEDERAL ESTATE AND GIFT TAX LAWS AND ANY STATE, LOCAL ORNON-U.S. TAX LAWS AND TAX TREATIES.

PLAN OF DISTRIBUTION

The selling stockholder may, ~~issue warrants~~from time to ~~purchase debt securities, preferred~~time, sell, transfer or otherwise dispose of any or all of its shares or interests in the shares on any stock exchange, market or trading facility on which the shares are traded or in private transactions. The selling stockholder may sell its shares of common ~~stock. We~~stock from time to time at the prevailing market price or in privately negotiated transactions.

The selling stockholder may ~~offer warrants separately or together with~~use any one or more ~~additional warrants, debt securities, preferred stock~~of the following methods when disposing of shares or ~~common stock, or any combination~~interests therein:

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of ~~those securities~~the block as principal to facilitate the transaction;

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

an exchange distribution in accordance with the ~~form~~rules of ~~units, as described in~~ the applicable ~~prospectus supplement. If we issue warrants as part of a unit,~~exchange;

privately negotiated transactions;

short sales effected after the ~~accompanying prospectus supplement will specify whether those warrants may be separated from~~date the other securities in the unit prior to the warrants’ expiration date. Below is a description of certain general terms and provisions of the warrants that we may offer. Further terms of the warrants will be described in the prospectus supplement.

~~The applicable prospectus supplement will describe the following terms of any warrants in respect~~registration statement of which this prospectus is ~~being delivered:~~a part is declared effective by the SEC;

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

��	~~the specific designation and aggregate number of, and the price at which we will issue, the warrants;~~

broker-dealers may agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share; and

a combination of any such methods of sale.

·	~~the currency or currency units in which the offering price, if any, and the exercise price are payable;~~

·	the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants;

·	~~whether the warrants will be issued in fully registered form or bearer form, in definitive or global form or in any combination of these forms;~~

·	~~any applicable material U.S. federal income tax consequences;~~

·	~~the identity of the warrant agent for the warrants and of any execution or paying agents, transfer agents, registrars or other agents;~~

·	~~the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange;~~

·	~~the designation and terms of the equity securities purchasable upon exercise of the warrants;~~

·	~~the designation, aggregate principal amount, currency and terms of the debt securities that may be purchased upon exercise of the warrants;~~

~~if applicable, the designation and terms of the debt securities, preferred stock~~

The selling stockholder may sell the shares at fixed prices, at prices then prevailing or related to the then current market price or at negotiated prices. The offering price of the shares from time to time will be determined by the selling stockholder and, at the time of the determination, may be higher or lower than the market price of our common stock on the NYSE or any other exchange or market.

The shares may be sold directly or through broker-dealers acting as principal or agent, or pursuant to a distribution by one or more underwriters on a firm commitment or best-efforts basis. The selling stockholder may also enter into hedging transactions with broker-dealers. In connection with such transactions, broker-dealers of other financial institutions may engage in short sales of our common stock ~~with which the warrants are issued and, the number of warrants issued with each security;~~

·	~~if applicable, the date from and after which the warrants and the related debt securities, preferred stock or common stock will be separately transferable;~~

·	~~the number of shares of preferred stock or common stock purchasable upon exercise of a warrant and the price at which those shares may be purchased;~~

·	~~if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;~~

·	~~information with respect to book-entry procedures, if any;~~

·	~~the antidilution provisions of the warrants, if any;~~

·	~~any redemption or call provisions;~~

·	~~a description of any warrant agreement governing the warrants; and~~

·	~~any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.~~

~~Units~~

~~As specified~~ in the ~~applicable~~course of hedging the positions they assume with the selling stockholder. The selling stockholder may also enter into options or other transactions with broker-dealers or other financial institutions which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, ~~supplement, units~~which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). In connection with an underwritten offering, underwriters or agents may receive compensation in the form of discounts, concessions or commissions from the selling stockholder or from purchasers of the offered shares for whom they may act as agents. In addition, underwriters may sell the shares to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. The selling stockholder and any underwriters, dealers or agents participating in a distribution of the shares may be deemed to be underwriters within the meaning of the Securities Act, and any profit on the sale of the shares by the selling stockholder and any commissions received by broker-dealers may be deemed to be underwriting commissions under the Securities Act.

The selling stockholder may agree to indemnify an underwriter, broker-dealer or agent against certain liabilities related to the selling of its shares, including liabilities arising under the Securities Act. Under the registration rights agreement entered into with the selling stockholder, we have agreed to indemnify the selling stockholder against certain liabilities related to the sale of the common stock, including certain liabilities arising under the Securities Act. Under the registration rights agreement, we have also agreed to pay the costs, expenses and fees of registering the shares of common stock. All underwriting fees, discounts and selling commissions or similar fees or arrangements allocable to the sale of the shares of common stock will be ~~comprised of two or more of~~borne by the ~~following securities in any combination: debt securities, preferred stock, common stock and warrants. You should refer~~selling stockholder.

The selling stockholder is subject to the applicable provisions of the Exchange Act, and the rules and regulations under the Exchange Act, including Regulation M. This regulation may limit the timing of purchases and sales of any of the shares of common stock offered in this prospectus ~~supplement for:~~

·	all terms of the units and of the debt securities, preferred stock, common stock and warrants comprising the units, including whether and under what circumstances the securities comprising the units may or may not be traded separately;

·	~~a description of the terms of any unit agreement governing the units; and~~

·	~~a description~~ ~~of the provisions for the payment, settlement, transfer or exchange of the units.~~

~~PLAN OF DISTRIBUTION~~

Weby the selling stockholder. The anti-manipulation rules under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholder and its affiliates. Furthermore, Regulation M may restrict the ability of any person engaged in the distribution of the shares to engage in market-making activities for the particular securities being distributed for a period of up to five business days before the distribution. The restrictions may affect the marketability of the shares and the ability of any person or entity to engage in market-making activities for the shares.

To the extent required, this prospectus may be amended and/or supplemented from time to time to describe a specific plan of distribution. Instead of selling the shares of common stock under this prospectus, the selling stockholder may sell ~~securities:~~

·	~~through underwriters;~~

·	~~through dealers;~~

·	~~through agents;~~

·	~~directly to purchasers; or~~

·	~~through a combination of any of these methods of sale.~~

~~We may directly solicit offers to purchase securities, or agents may be designated to solicit such offers. We will,~~the shares of common stock in compliance with the ~~prospectus supplement relating to such offering, name any agent that could be viewed as an underwriter~~provisions of Rule 144 under the Securities Act, if available, or pursuant to other available exemptions from the registration requirements of ~~1933, as amended, or~~ the Securities ~~Act, and describe any commissions that we must pay. Any such agent will be acting on a best efforts basis for~~Act.

Under the ~~period~~securities laws of ~~its appointment or,~~some states, if ~~indicated in~~applicable, the ~~applicable prospectus supplement, on a firm commitment basis. Agents, dealers and underwriters~~securities registered hereby may be ~~customers of, engage~~sold in ~~transactions with,~~those states only through registered or ~~perform services for us~~licensed brokers or dealers. In addition, in ~~the ordinary course of business.~~

~~The distribution of the~~some states such securities may not be ~~effected~~sold unless they have been registered or qualified for sale or an exemption from ~~time~~registration or qualification requirements is available and is complied with.

We cannot assure you that the selling stockholder will sell all or any portion of our common stock offered hereby.

Under the Registration Rights Agreement entered into with the selling stockholder, we agreed to ~~time in one or more transactions:~~

·	~~at a fixed price, or prices, which may be changed from time to time;~~

·	~~at market prices prevailing at the time of sale;~~

·	~~at prices related to such prevailing market prices; or~~

·	~~at negotiated prices.~~

~~Each prospectus supplement will describe~~use our commercially reasonable efforts to keep the ~~method of distribution of the securities and any applicable restrictions.~~

~~The prospectus supplement with respect to the securities of a particular series will describe the terms of the offering of the securities, including the following:~~

·	~~the name of the agent or any underwriters;~~

·	~~the public offering or purchase price;~~

·	~~any discounts and commissions to be allowed or paid to the agent or underwriters;~~

·	~~any discounts and commissions to be allowed or paid to dealers; and~~

·	~~any exchanges on which the securities will be listed.~~

~~If any underwriters or agents are utilized in the sale of the securities in respect~~registration statement of which this prospectus is delivered, we will enter into an underwriting agreement or other agreement with them at the time of sale to them, and we will set forth in the prospectus supplement relating to such offering the names of the underwriters or agents and the terms of the related agreement with them.

Ifconstitutes a dealer is utilized in the sale of the securities in respect of which the prospectus is delivered, we will sell such securities to the dealer, as principal. The dealer may then resell such securities to the public at varying prices to be determined by such dealer at the time of resale.

~~Remarketing firms, agents, underwriters and dealers may be entitled under agreements which they may enter into with us to indemnification by us against certain civil liabilities, including liabilities~~part continuously effective under the Securities Act until the earlier of (a) December 4, 2025 and ~~may be customers of, engage in transactions with or perform services for us~~(b) the date that all Registrable Securities (as such term is defined in the ~~ordinary course of business.~~

~~If so indicated in the applicable prospectus supplement, we will authorize underwriters or other persons acting as our agents~~Registration Rights Agreement) covered by this registration statement have ceased to solicit offers by certain institutions to purchase securities from us pursuant to delayed delivery contracts providing for payment and delivery on the date stated in the prospectus supplement. Each contract will be for an amount not less than, and the aggregate amount of securities sold pursuant to such contracts shall not be less nor more than, the respective amounts stated in the prospectus supplement. Institutions with whom the contracts, when authorized, may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other institutions, but shall in all cases be subject to our approval. Delayed delivery contracts will not be subject to any conditions except that:Registrable Securities.

·	the purchase by an institution of the securities covered under that contract shall not at the time of delivery be prohibited under the laws of the jurisdiction to which that institution is subject; and

~~if the securities are also being sold to underwriters acting as principals for their own account, the underwriters shall have purchased such securities not sold for delayed delivery.~~

LEGAL MATTERS

The ~~underwriters and other persons acting as our agents will not have any responsibility in respect of the~~ validity ~~or performance of delayed delivery contracts.~~

Certain of the underwriters and their associates and affiliates may be customers of, have borrowing relationships with, engage in other transactions with, and/or perform services, including investment banking services, for, us or one or more of our ~~respective affiliates in the ordinary course of business.~~

In order to facilitate the offering of the securities, any underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the securities or any other securities the prices of which may be used to determine payments on such securities. Specifically, any underwriters may over-allot in connection with the offering, creating a short position for their own accounts. In addition, to cover overallotments or to stabilize the price of the securities or of any such other securities, the underwriters may bid for, and purchase, the securities or any such other securities in the open market. Finally, in any offering of the securities through a syndicate of underwriters, the underwriting syndicate may reclaim selling concessions allowed to an underwriter or a dealer for distributing the securities in the offering if the syndicate repurchases previously distributed securities in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the securities above independent market levels. Any such underwriters are not required to engage in these activities and may end any of these activities at any time.

The securities may be new issues of securities and may have no established trading market. The securities may or may not be listed on a national securities exchange. We can make no assurance as to the liquidity of or the existence of trading markets for any of the securities.

~~LEGAL MATTERS~~

~~Unless the applicable~~common stock offered by this prospectus ~~supplement indicates otherwise, the validity of the securities offered hereby~~ will be passed upon for us by ~~Conner~~Vinson & ~~Winters, LLP, 1700 One Leadership Square, 211 North Robinson Avenue, Oklahoma City, Oklahoma 73102-7101.~~

Elkins L.L.P., Dallas, Texas. Any underwriter will be advised about other issues relating to any offering by its own legal counsel.

EXPERTS

The consolidated financial statements of LSB Industries, Inc. appearing in LSB Industries, Inc.’s Annual Report ~~on Form 10-K as of December 31, 2008 and~~(Form10-K) for ~~each of~~ the ~~three fiscal years in the period~~year ended December 31, ~~2008~~2017 (including ~~schedules~~the schedule appearing therein), and the effectiveness of LSB Industries Inc.’s internal control over financial reporting as of December 31, ~~2008,~~2017 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly, current and other reports and other information with the SEC. Our SEC filings are available to the public from commercial document retrieval services and through the SEC’s website athttp://www.sec.gov. Our common stock is listed on the New York Stock Exchange under the symbol “LXU.” Our reports and other information filed with the SEC can also be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

We also make available free of charge on our internet website atwww.lsbindustries.com, our Annual Reports on Form10-K, our Quarterly Reports on Form10-Q, our Current Reports on Form8-K and any amendments to those reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Information contained on our website is not incorporated by reference into this prospectus and you should not consider information contained on our website as part of this prospectus.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” the information we have filed with the SEC. This means we can disclose important information to you without actually including the specific information in this prospectus by referring to those documents. The information incorporated by reference is an important part of this prospectus.

If information in incorporated documents conflicts with information in this prospectus, you should rely on the most recent information. If information in an incorporated document conflicts with information in another incorporated document, you should rely on the most recent incorporated document. We incorporate by reference the documents listed below.

our annual report on Form10-K for the year ended December 31, 2017;

our quarterly reports on Form10-Q for the quarters ended March 31, 2018, June 30, 2018 and September 30, 2018;

our current reports on Form8-K filed with the SEC on March 30, 2018, April 20, 2018, April 25, 2018, May 1, 2018, May 24, 2018 and October 19, 2018;

the information specifically incorporated by reference into our annual report on Form10-K for the year ended December 31, 2017, from our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 23, 2018; and

the description of our common stock contained in our Registration Statement on Form8-A, filed on October 24, 2008 including any amendments or reports filed for the purpose of updating the description.

All documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of this offering, shall be deemed to be incorporated by reference into this prospectus.

All filings filed by us pursuant to the Exchange Act after the date of the initial filing of this registration statement and prior to the effectiveness of such registration statement (excluding information furnished pursuant to Items 2.02 and 7.01 of Form8-K) shall also be deemed to be incorporated by reference into the prospectus.

We will provide a copy of these filings (including certain exhibits that are specifically incorporated by reference therein) to each person, including any beneficial owner, to whom a prospectus is delivered. You may request a copy of any or all of these filings at no cost, by writing or calling us at:

3503 NW 63rd Street, Suite 500

Oklahoma City, Oklahoma 73116

(405)235-4546

Attention: Michael J. Foster

mfoster@lsbindustries.com

Copies of certain information filed by us with the SEC, including our annual report and quarterly reports, are also available on our website at www.lsbindustries.com. Information contained on our website or that can be accessed through our website is not incorporated by reference herein.

You should read the information relating to us in this prospectus together with the information in the documents incorporated by reference. Nothing contained herein shall be deemed to incorporate information furnished to, but not filed with, the SEC.

4,069,324 Shares

LSB INDUSTRIES, ~~INC~~

INC.

LOGO

Common Stock

Prospectus

, 2018

~~(and the Rights attached to the Common Stock)~~

~~Debt Securities~~

~~Preferred Stock~~

~~Warrants~~

~~Units~~

~~_________________~~

~~PROSPECTUS~~

~~________________, 2009~~

PART ~~II.~~

INFORMATION NOT REQUIRED IN PROSPECTUS

~~Item 14.~~

Item 14.

Other Expenses of Issuance and Distribution

The following table sets forth the expenses payable by the Registrant expected to be incurred in connection with the issuance and distribution of ~~Issuance~~common stock being registered hereby (other than underwriting discounts and ~~Distribution.~~

~~SEC registration fee~~	$$	~~11,160~~
~~Printing and engraving~~	$$	~~5,000~~	*
~~Accounting services~~	$$	~~10,000~~	*
~~Legal fees of registrant’s counsel~~	$$	~~70,000~~	*
~~Miscellaneous~~	$$	~~10,000~~	*
~~Total~~	$$	~~106,160~~	*

*commissions). All ~~amounts~~of such expenses are estimates, except for the Securities and Exchange Commission (“SEC”) registration ~~fee are estimates.~~

fee.


SEC registration fee	$	3,792.72
Financial printer fees and expenses		1,750.00
Legal fees and expenses		50,000.00
Accounting fees and expenses		15,000.00

Total	$	70,542.72

~~Item 15. Indemnification of Directors and Officers.~~

~~The Registrant is incorporated under the laws of the State of Delaware.~~

Item 15.

Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”) provides that a Delaware corporation may indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer, director, employee or agent of such corporation, or is or was serving at the request of such person as an officer, director, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was illegal. A Delaware corporation may indemnify any persons who are, or are threatened to be made, a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason of the fact that such person was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director has actually and reasonably incurred. The Registrant’s certificate of incorporation and bylaws provide for the indemnification of directors and officers of the Registrant to the fullest extent permitted by the DGCL.

Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a director, except for liability (i) for any transaction from which the director derives an improper personal benefit, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) for improper payment of dividends or redemptions of shares, or (iv) for any breach of a director’s duty of loyalty to the company or its stockholders. The Registrant’s certificate of incorporation includes such a provision. Reasonable expenses incurred by any officer or director in defending any such action, suit or proceeding in advance of its final disposition shall be paid by the Registrant upon delivery to the Registrant of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified by the Registrant.

The indemnification discussed herein is not exclusive of any other rights the party seeking indemnification may possess. The Company carries officer and director liability insurance with respect to certain matters, including matters arising under the Securities Act of 1933, as amended (the “Securities Act”).

~~II-1~~

~~Section 145~~145(a) of the Delaware General Corporation Law (“DGCL”) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that hethe person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

Section ~~145 further~~145(b) of the DGCL provides that a corporation may ~~also~~ indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the ~~Delaware~~ Court of Chancery or the court in which such action or suit was brought ~~determines~~shall determine upon application that, despite anthe adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section ~~145(g)~~145 of the ~~Delaware General Corporation Law provides~~DGCL, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Any indemnification under subsections (a) and (b) of Section 145 of the DGCL (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of Section 145. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. The indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

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Section 145 of the DGCL also empowers a corporation ~~shall have the power~~ to purchase and maintain insurance on behalf of ~~its officers, directors, employees and agents,~~any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such ~~persons~~person in any such ~~capacity. We~~capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145.

The Certificate of Incorporation also contains indemnification rights for the directors and ~~officers liability insurance~~officers. Specifically, the Certificate of Incorporation provides for the ~~benefit~~indemnity of ~~our directors and officers.~~

In the ~~underwriting agreements the underwriters will agree to indemnify, under certain conditions, our company, our directors, certain of our~~ officers and ~~persons~~directors to the fullest extent authorized by the DGCL.

In addition, the DGCL permits the Company and its subsidiaries to purchase and maintain insurance on behalf of any person who ~~control us within the meaning~~is a director or officer for acts committed in their capacities as such directors or officers. The Company currently maintains such liability insurance.

The general effect of the ~~Securities Act~~foregoing is to provide indemnification to officers and directors for liabilities that may arise by reason of ~~1933, against certain liabilities.~~

their status as officers or directors, other than liabilities arising from willful or intentional misconduct, acts or omissions not in good faith, unlawful distributions of corporate assets or transactions from which the officer or director derived an improper personal benefit.

~~Item 16. Exhibits.~~

Item 16.

Exhibits.


Exhibit ~~No.~~ Number	~~Description~~
Exhibit Title	Incorporated by Reference to the Following
1*3(i).1	~~Form of Underwriting Agreement~~
~~3(i)~~	Restated Certificate of Incorporation of LSB Industries, Inc., dated January 21, 1977, as amended ~~which the Company hereby incorporates by reference from~~ August 27, 1987	Exhibit ~~3.1~~3(i).1 to the Company’s ~~Annual Report~~Form10-K filed on ~~Form 10-K for the fiscal year ended December 31, 2008.~~February 28, 2013

3(ii).1	Amended and Restated Bylaws of LSB Industries, Inc. dated August 20, 2009, ~~which~~as amended February 18, 2010, January 17, 2014, February 4, 2014 and August 21, 2014	Exhibit 3(ii).1 to the ~~Company hereby incorporates by reference from~~ Company’s Form8-K filed August 27, 2014

3(ii).2	Fifth Amendment to the Amended and Restated Bylaws of LSB Industries, Inc., dated as of April 26, 2015	Exhibit 3(ii) to the Company’s Form8-K filed ~~August 26, 2009.~~April 30, 2015

3(ii).3	Sixth Amendment to the Amended and Restated Bylaws of LSB Industries, Inc., dated as of December 2, 2015	Exhibit 3(ii) to the Company’s Form~~4.1~~8-K filed December 8, 2015

3(ii).4	Seventh Amendment to the Amended and Restated Bylaws of LSB Industries, Inc., dated as of December 22, 2015	Exhibit 3(ii) to the Company’s Form8-K filed December 29, 2015

4.1(P)	Specimen Certificate for the ~~Company's Noncumulative~~Company’s Series B Preferred Stock ~~having a par value of $100 per share, which the Company incorporates by reference from~~	Exhibit ~~4.1~~4.27 to the Company’s ~~Form 10-K for the fiscal year ended December 31, 2005.~~Registration Statement No. 33-9848

4.2	Specimen Certificate for the ~~Company's Series B Preferred Stock, having a par value of $100 per share, which the Company hereby incorporates by reference from Exhibit 4.27 to the Company's Registration Statement No. 33-9848.~~
~~4.3~~	~~Specimen of Certificate of~~Company’s Series D 6% Cumulative, Convertible Class C Preferred Stock ~~which~~	Exhibit 4.3 to the ~~Company hereby incorporates by reference from~~ Company’s Form10-K filed March 3, 2011

4.3	Specimen Certificate for the Company’s Common Stock	Exhibit 4.3 to the Company’s Registration Statement on FormS-3 ASR filed November 16, 2012

4.4	Certificate of Designations of SeriesE-1 Cumulative Redeemable Class C Preferred Stock of LSB Industries, Inc., dated as of October 18, 2018	Exhibit 4.1 to the ~~Company's~~Company’s Form ~~10-Q for the fiscal quarter ended September 30, 2001.~~8-K filed October 19, 2018

~~II-2~~

~~4.4~~
4.5	~~Specimen~~ Certificate ~~for the Company's Common~~of Designations of SeriesF-1 Redeemable Class C Preferred Stock ~~which the Company incorporates by reference from~~ of LSB Industries, Inc., dated as of October 18, 2018	Exhibit ~~4.4~~4.2 to the ~~Company's Registration Statement No. 33-61640.~~Company’s Form8-K filed October 19, 2018
~~4.5~~
4.6	Renewed Rights Agreement, dated as of December 2, 2008, between the Company and UMB Bank n.a.~~, which the Company hereby incorporates by reference from~~	Exhibit 4.1 to the Company’s Form8-K ~~dated~~ filed December 5, ~~2008.~~2008
~~4.6~~
4.7	~~First~~ Amendment to Renewed Rights Agreement, dated December 3, 2008, between LSB Industries, Inc. and UMB Bank n.a.~~, which the Company hereby incorporates by reference from~~	Exhibit 4.3 to the Company’s Form8-K ~~dated~~ filed December 5, ~~2008.~~2008
~~4.7~~
4.8	Amended and Restated Loan and Security Agreement by and among LSB Industries, Inc., ThermaClime, Inc. and each of its subsidiaries that are Signatories, the lenders and Wells Fargo Foothill, Inc., which the Company hereby incorporates by reference from Exhibit 4.2Amendment to ~~the Company’s Form 10-Q for the fiscal quarter ended September 30, 2007.~~
~~4.8~~	~~Term Loan~~Renewed Rights Agreement, dated as of ~~November 2, 2007, among~~December 4, 2015, by and between LSB Industries, Inc., ThermaClime, Inc. and certain subsidiaries of ThermaClime, Inc., Cherokee Nitrogen Holdings, Inc., the Lenders, the Administrative and Collateral Agent and the Payment Agent, which the Company hereby incorporates by reference from Exhibit 4.1 to the Company’s Form 10-Q for the fiscal quarter ended September 30, 2007.
~~4.9~~	~~Certificate of 5.5% Senior Subordinated Convertible Debentures due 2012, which the Company hereby incorporates by reference from Exhibit 4.1 to the Company’s Form 8-K, dated June 28, 2007.~~
~~4.10~~	~~Indenture, dated June 28, 2007, by and among the Company~~ and UMB Bank n.a., ~~which the Company hereby incorporates by reference from~~ dated as of December 4, 2015	Exhibit ~~4.2~~4.3 to the Company’s Form8-K ~~dated June 28, 2007.~~ filed December 8, 2015
~~4.11~~
5.1(a)	Business Loan Agreement, dated effective June 30, 2009, between Prime Financial Corporation and INTRUST Bank, N.A., which the Company hereby incorporates by reference from Exhibit 10.1 to the Company’s Form 10-Q for the fiscal quarter ended June 30, 2009.
~~4.12~~ Opinion of Vinson & Elkins L.L.P.	Promissory Note, dated July 6, 2009, between Prime Financial Corporation and INTRUST Bank, N.A., which the Company hereby incorporates by reference from Exhibit 10.2 to the Company’s Form 10-Q for the fiscal quarter ended June 30, 2009.
~~4.13~~ ~~***~~
23.1(a)	~~Form~~Consent of ~~Senior Indenture~~
~~4.14***~~ Vinson & Elkins L.L.P. (included in Exhibit 5.1)	~~Form of Senior Note~~
~~4.15***~~
23.2(a)	~~Form of Subordinated Indenture~~
~~4.16***~~	~~Form of Subordinated Note~~
~~4.17~~ *	~~Certificate of Designation of Preferred Stock~~
~~4.18~~ *	~~Form of Warrant Agreement~~
4.19 *	~~Form of Unit Agreement~~
5	~~Opinion of Conner & Winters, LLP~~
12***	~~Calculation of Ratios of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Stock Dividends~~
~~23.1~~	Consent of Independent Registered Public Accounting Firm

~~II-3~~

~~23.2~~		~~Consent of Conner & Winters, LLP (included in Exhibit 5)~~
24		~~Powers of Attorney (included in the signature pages to the Registration Statement)~~
25**		~~Statement of Eligibility of Trustee on Form T-1~~

(a)	Filed herewith.

(P)	Paper copy filed.

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*Item 17.

~~To be filed by amendment or by a Current Report on Form 8-K prior to the issuance of the applicable security.~~

Undertakings.

**	~~To be incorporated by reference to a subsequent filing in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939, as amended.~~

~~***~~

~~Previously filed.~~

~~Item 17. Undertakings~~

The undersigned registrant hereby undertakes:

~~(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:~~

~~(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act of 1933”);~~

(ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

~~provided,~~

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

Provided,however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in ~~periodic~~ reports filed with or furnished to the ~~Commission~~SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 ~~as amended (the “Exchange Act”),~~ that are incorporated by reference in ~~this~~the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of ~~this~~the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)

Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after

II-3

effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.Provided,however, that no statement made in a registration statement or prospectus that is part of this registration statement or made in a document incorporated or deemed incorporated by reference into this registration statement or prospectus that is a part of this registration statement will, as to a purchaser with a time of contract sale prior to such effective date, supersede or modify any statement that was made in this registration statement or prospectus that was a part of this registration statement or made in any such document immediately prior to such effective date.

(5)

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6)

That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.

(7)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted against the registrant by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

II-4

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

~~(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.~~

~~(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:~~

(i) each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first

~~II-4~~

used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

~~(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:~~

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

~~(i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;~~

~~(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;~~

(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

~~(iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.~~

(6) To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the indemnification provisions described herein, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

~~II-5~~

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, ~~as amended,~~ the ~~registrant~~Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-3 and has duly caused this ~~Registration Statement~~registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on ~~October 15, 2009.~~

November 2, 2018.


LSB INDUSTRIES, INC.
~~Dated: October 15, 2009~~
By:		/s/ ~~Jack E. Golsen~~Daniel D. Greenwell
Name:		~~Jack E. Golsen~~ Daniel D. Greenwell
Title:		President, Chief Executive Officer and Chairman of the Board ~~and~~ ~~Chief Executive Officer~~ of Directors

~~II-6~~

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Mark T. Behrman and Michael Foster, and each of them, as his or her true and lawfulattorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments), and to sign any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto saidattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary and desirable to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the saidattorneys-in-fact and agents, or their or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, ~~as amended,~~ this ~~report~~registration statement has been signed ~~below~~ by the following persons in the capacities ~~and~~held on the dates indicated.

~~Dated: October 15, 2009~~
Signature	~~/s/ Jack E. Golsen~~
Capacity	~~Jack E. Golsen~~ ~~Chairman of the Board~~ Date

/s/ Daniel D. Greenwell Daniel D. Greenwell	President and Chief Executive Officer (Principal Executive Officer)
~~Dated: October 15, 2009~~ and Chairman of the Board of Directors	~~/s/ Tony M. Shelby~~November 2, 2018

/s/ Mark T. Behrman Mark T. Behrman	~~Tony M. Shelby~~ Executive Vice President of Finance, ~~and~~ Chief Financial Officer ~~(Principal~~ (Principal Financial Officer)
~~Dated: October 15, 2009~~	November 2, 2018

/s/ Harold L. Rieker, Jr.
	Harold L. Rieker, Jr.	Vice President and Corporate Controller (Principal Accounting ~~Officer~~

~~Dated: October 15, 2009~~Officer)	November 2, 2018

/s/ Jonathan S. Bobb Jonathan S. Bobb	Director	November 2, 2018

/s/ Jack E. Golsen Jack E. Golsen	Chairman Emeritus	November 2, 2018

/s/ Mark R. Genender Mark R. Genender	Director	November 2, 2018

/s/ Barry H. Golsen
Barry H. Golsen	~~Barry H. Golsen,~~ Director
	November 2, 2018
~~Dated: October 15, 2009~~
/s/ Richard W. Roedel Richard W. Roedel	~~/s/ David R. Goss~~
Director	~~David R. Goss, Director~~November 2, 2018

/s/ Richard S. Sanders, Jr. Richard S. Sanders, Jr.
~~Dated: October 15, 2009~~ Director	*November 2, 2018

/s/ Lynn F. White Lynn F. White	~~Raymond B. Ackerman,~~ Director
~~Dated: October 15, 2009~~	*
	~~Robert C. Brown MD, Director~~
~~Dated: October 15, 2009~~	*
	~~Charles A. Burtch, Director~~
~~Dated: October 15, 2009~~	*
	~~Robert A. Butkin, Director~~
~~Dated: October 15, 2009~~	*
	~~Bernard G. Ille, Director~~
~~Dated: October 15, 2009~~	*
	~~Donald W. Munson, Director~~
~~Dated: October 15, 2009~~	*
	~~Ronald V. Perry, Director~~
~~Dated: October 15, 2009~~	*
	~~Horace G. Rhodes, Director~~
~~Dated: October 15, 2009~~	*
	~~John A. Shelley, Director~~
*By:~~/s/ Jack E. Golsen~~ ~~Jack E. Golsen, as attorney-in-fact~~	November 2, 2018

~~II-7~~

~~EXHIBIT INDEX~~

~~Exhibit No.~~		~~Description~~

1*		~~Form of Underwriting Agreement~~
~~3(i)~~		Restated Certificate of Incorporation, as amended, which the Company hereby incorporates by reference from Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008.
~~3(ii)~~		~~Amended and Restated Bylaws, dated August 20, 2009, which the Company hereby incorporates by reference from Exhibit 3(ii) to the Company’s Form 8-K, filed August 26, 2009.~~
~~4.1~~		Specimen Certificate for the Company's Noncumulative Preferred Stock, having a par value of $100 per share, which the Company incorporates by reference from Exhibit 4.1 to the Company’s Form 10-K for the fiscal year ended December 31, 2005.
~~4.2~~		Specimen Certificate for the Company's Series B Preferred Stock, having a par value of $100 per share, which the Company hereby incorporates by reference from Exhibit 4.27 to the Company's Registration Statement No. 33-9848.
~~4.3~~		Specimen of Certificate of Series D 6% Cumulative, Convertible Class C Preferred Stock, which the Company hereby incorporates by reference from Exhibit 4.1 to the Company's Form 10-Q for the fiscal quarter ended September 30, 2001.
~~4.4~~		~~Specimen Certificate for the Company's Common Stock, which the Company incorporates by reference from Exhibit 4.4 to the Company's Registration Statement No. 33-61640.~~
~~4.5~~		Renewed Rights Agreement, dated as of December 2, 2008, between the Company and UMB Bank, n.a., which the Company hereby incorporates by reference from Exhibit 4.1 to the Company’s Form 8-K, dated December 5, 2008.
~~4.6~~		First Amendment to Renewed Rights Agreement, dated December 3, 2008, between LSB Industries, Inc. and UMB Bank, n.a., which the Company hereby incorporates by reference from Exhibit 4.3 to the Company’s Form 8-K, dated December 5, 2008.
~~4.7~~		Amended and Restated Loan and Security Agreement by and among LSB Industries, Inc., ThermaClime, Inc. and each of its subsidiaries that are Signatories, the lenders and Wells Fargo Foothill, Inc., which the Company hereby incorporates by reference from Exhibit 4.2 to the Company’s Form 10-Q for the fiscal quarter ended September 30, 2007.
~~4.8~~		Term Loan Agreement, dated as of November 2, 2007, among LSB Industries, Inc., ThermaClime, Inc. and certain subsidiaries of ThermaClime, Inc., Cherokee Nitrogen Holdings, Inc., the Lenders, the Administrative and Collateral Agent and the Payment Agent, which the Company hereby incorporates by reference from Exhibit 4.1 to the Company’s Form 10-Q for the fiscal quarter ended September 30, 2007.
~~4.9~~		~~Certificate of 5.5% Senior Subordinated Convertible Debentures due 2012, which the Company hereby incorporates by reference from Exhibit 4.1 to the Company’s Form 8-K, dated June 28, 2007.~~
~~4.10~~		~~Indenture, dated June 28, 2007, by and among the Company and UMB Bank, n.a., which the Company hereby incorporates by reference from Exhibit 4.2 to the Company’s Form 8-K, dated June 28, 2007.~~
~~4.11~~		Business Loan Agreement, dated effective June 30, 2009, between Prime Financial Corporation and INTRUST Bank, N.A., which the Company hereby incorporates by reference from Exhibit 10.1 to the Company’s Form 10-Q for the fiscal quarter ended June 30, 2009.

~~II-i~~

~~4.12~~		Promissory Note, dated July 6, 2009, between Prime Financial Corporation and INTRUST Bank, N.A., which the Company hereby incorporates by reference from Exhibit 10.2 to the Company’s Form 10-Q for the fiscal quarter ended June 30, 2009.
~~4.13***~~		~~Form of Senior Indenture~~
~~4.14***~~		~~Form of Senior Note~~
~~4.15***~~		~~Form of Subordinated Indenture~~
~~4.16***~~		~~Form of Subordinated Note~~
~~4.17~~*		~~Certificate of Designation of Preferred Stock~~
~~4.18~~*		~~Form of Warrant Agreement~~
~~4.19~~*		~~Form of Unit Agreement~~
5		~~Opinion of Conner & Winters, LLP~~
12***		~~Calculation of Ratios of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Stock Dividends~~
~~23.1~~		~~Consent of Independent Registered Public Accounting Firm~~
~~23.2~~		~~Consent of Conner & Winters, LLP (included in Exhibit 5)~~
24		~~Powers of Attorney (included in the signature pages to the Registration Statement)~~
25**		~~Statement of Eligibility of Trustee on Form T-1~~

*	~~To be filed by amendment or by a Current Report on Form 8-K prior to the issuance of the applicable security.~~

**	~~To be incorporated by reference to a subsequent filing in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939, as amended.~~

~~***~~

~~Previously filed.~~

~~II-ii~~

CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered (1)	Amount to be Registered(1)	Proposed Maximum Offering Price per Unit(2)(3)	Proposed Maximum Aggregate Offering Price(2)(3)	Amount of Registration Fee(4)
Common stock, $0.10 par value, per share(5)	–	(6)	(6)	(6)
Rights attached to above shares of Common Stock under Rights Agreement(5)	–	$0.00	$0.00	$0.00
Preferred stock(7)	–	(6)	(6)	(6)
Debt securities	–	(6)	(6)	(6)
Warrants	–	(6)	(6)	(6)
Units of the securities listed above	–	(6)	(6)	(6)
Total			$200,000,000	$11,160(8)



Title of Each Class of Securities to be Registered(1)	Amount to be Registered	Proposed Maximum Offering Price per Share(1)	Proposed Maximum Aggregate Offering Price (1)	Amount of Registration Fee
Common Stock, $0.10 par value per share	4,069,324	$7.69	$31,293,101.56	$3,792.72(2)


Common stock offered by the selling stockholder		4,069,324 shares of common stock held by the selling stockholder.

Common stock outstanding		28,618,441 shares (1).

Selling stockholder		LSB Funding LLC. See “Selling Stockholder” for further discussion.

Use of proceeds		We will not receive any proceeds from the sale of shares of our common stock by the selling stockholder in this offering. See “Use of Proceeds.”

Risk factors		Investing in our common stock involves risks. You should read carefully the “Risk Factors” section of this prospectus for a discussion of factors that you should carefully consider before deciding to invest in shares of our common stock.

NYSE ticker symbol		“LXU”


Name of Selling Stockholder	Number of Shares of Common Stock Owned Prior to Offering(1)		Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus		Number of Shares of Common Stock Beneficially Owned After Offering		Percentage of Common Stock Owned After Offering
LSB Funding LLC(2)		4,069,324		4,069,324		0		0	%

Where You Can Find More Information		~~PLAN OF DISTRIBUTION~~	26
Incorporation of Certain Information by Reference			27


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