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LSB INDUSTRIES, INC. Director's Dealing 2007

Dec 4, 2007

32699_dirs_2007-12-04_e791715c-a7be-4e9f-a2b4-ae2e5a7503df.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LSB INDUSTRIES INC (LXU)
CIK: 0000060714
Period of Report: 2007-12-03

Reporting Person: SHEAR DAVID MICHAEL (Senior VP/General Counsel/Sec)
Reporting Person: SHEAR HEIDI L BROWN (VP/Managing Counsel/Asst Sec)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2007-12-03 Common Stock S 500 $23.25 Disposed 60777 Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 22988 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Incentive Stock Option $1.25 2009-07-08 Common Stock (50544) 50544 Direct
Incentive Stock Option $2.73 2011-11-29 Common Stock (15000) 15000 Direct
Incentive Stock Option $1.25 2009-07-08 Common Stock (12760) 12760 Direct

Footnotes

F1: The designated reporting person is David M. Shear. Mr. Shear's spouse, Heidi L. Brown Shear, jointly files this report with Mr. Shear. Heidi Shear is Vice President, Managing Counsel and Assistant Secretary of the Issuer. These shares are held in an account jointly owned by David Shear's revocable trust, of which he is settlor and trustee, and Heidi Shear's revocable trust, of which she is settlor and trustee. This amount does not include, and David Shear disclaims beneficial ownership of 22,988 shares held by two trusts established for the benefit of each of the reporting persons' children. Please see footnote (2) for a description of the children's trusts.

F2: These shares are held by two trusts established for the benefit of each of the reporting persons' children, of which Heidi Shear is the trustee and exercises investment and dispositive control over the trusts' portfolio securities.

F3: These Incentive Stock Options ("ISO") are owned directly by David Shear, and all ISOs held by him are currently exercisable. As of the date of this report, the total number of shares underlying these ISOs is 65,544.

F4: These ISOs are owned directly by Heidi Shear, and all ISOs held by her are currently exercisable. As of the date of this report, the total number of shares underlying these ISOs is 12,760.