02 16 07 Prospectus Supplement No. 3
PROSPECTUS
SUPPLEMENT NO. 3 Filed
pursuant to Rule 424(b)(3)
To
Prospectus Dated May 31, 2006
Registration
No. 333-134111
LSB
INDUSTRIES, INC.
7%
Convertible Senior Subordinated Debentures Due 2011
2,542,500
Shares of Common Stock
___________________
This
Prospectus Supplement No. 3 supplements the Prospectus dated May 31, 2006,
as
supplemented by Supplement No. 1, dated September 21,
2006,
and
Supplement No. 2, dated September 28, 2006
___________________
This
Prospectus No. 3 supplements the information contained in that certain
Prospectus, dated May 31, 2006, as previously supplemented (the “Prospectus”) of
LSB Industries, Inc. (the “Company”) and supplements to the table of “Selling
Security Holders” on page 47 of the Prospectus.
The
Selling Security Holder table lists each of Context Advantage Fund, LP (“Context
Fund”) and Context Offshore Advantage Fund, Ltd. (“Context Offshore”) as Selling
Security Holders. Effective September 18, 2006, Context Fund and Context
Offshore converted an aggregate of $2.5 million principal amount of the
Company’s 7% Convertible Senior Subordinated Debentures due 2011 (the
“Debentures”) into 353,125 shares of common stock pursuant to the terms of the
Indenture, dated March 3, 2006 (the “Indenture”) and sold such shares prior to
the date of this supplement. Effective on or about October 2, 2006, Context
Fund
and Context Offshore assigned or otherwise indirectly transferred an aggregate
of $2.5 million principal amount of the Debentures, representing all of each
of
their remaining Debentures, to Context Advantage Master Fund, L.P. (“Context
Master”), an entity affiliated with Context Fund and Context Offshore. Effective
November 21, 2006, Context Master converted such Debentures into 353,125 shares
of the Company’s common stock pursuant to the terms of the
Indenture.
The
Selling Security Holder table on page 47 of the Prospectus is hereby amended
by
(a) deleting Context Fund and Context Offshore as Selling Security Holders,
(b) inserting Context Master as a Selling Security Holder, and (c) revising
footnote 4 to include information with respect to Context Master as of the
date
of this supplement. Except with respect to each Selling Security Holder listed
below or named in this supplement, the Selling Security Holder table on
page 47 of the Prospectus remains unchanged. The information with respect
to Context Master in the Selling Security Holder table reads as
follows:
|
Name
of Selling Security
Holder
|
Amount
of Debentures Beneficially
Owned
($)
|
Percentage
of Debentures
Beneficially
Owned
|
Amount
of Debentures Offered
|
Shares
of
Common Stock Beneficially
Owned(1)
|
Shares
of
Common Stock
Offered
|
Shares
of
Common Stock
Owned After
Offering
|
|
Context
Advantage Master Fund, L.P.(4)
|
$
0
|
0%
|
$
0
|
353,125
|
353,125
|
0
|
| (4) |
Context
Capital Management LLC (“Context Management”), as investment advisor, has
sole voting and dispositive power over the securities held by Context
Advantage Master Fund, L.P. The address of Context Management is
12626
High Bluff Drive, Suite 440, San Diego, California 92130.
|
This
prospectus supplement should be read in conjunction with the Prospectus, as
previously supplemented, and may not be delivered or utilized without the
Prospectus and all prior supplements. This prospectus supplement is qualified
by
reference to the Prospectus, as supplemented, except to the extent that the
information provided by this prospectus supplement supersedes the information
contained therein.
______________________________
The
date of this Prospectus Supplement is February 16, 2007.