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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SHEAR DAVID MICHAEL
(Last) (First) (Middle)
16 SOUTH PENNSYLVANIA AVENUE
(Street)
OKLAHOMA CITY OK 73107
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LSB INDUSTRIES INC [ LXU ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior VP/General Counsel/Sec
3. Date of Earliest Transaction (Month/Day/Year)
01/24/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/24/2008 A(3) 24,152 A $1.25 24,152 D
Common Stock 01/24/2008 G(4) V 24,152 D $0 0 D
Common Stock 01/24/2008 A(3) 15,000 A $2.73 15,000 D
Common Stock 01/24/2008 G(4) V 15,000 D $0 0 D
Common Stock 01/24/2008 G(4) V 39,152 A $0 105,581 I By Trusts(1)
Common Stock 22,988 I As Trustee(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option $1.25 01/24/2008 M(3) 24,152 07/08/1999 07/08/2009 Common Stock 24,152 (3) 0 D(3)
Incentive Stock Option $2.73 01/24/2008 M(3) 15,000 11/29/2001 11/29/2011 Common Stock 15,000 (3) 0 D(3)
1. Name and Address of Reporting Person*
SHEAR DAVID MICHAEL
(Last) (First) (Middle)
16 SOUTH PENNSYLVANIA AVENUE
(Street)
OKLAHOMA CITY OK 73107
(City) (State) (Zip)
1. Name and Address of Reporting Person*
SHEAR HEIDI L BROWN
(Last) (First) (Middle)
16 SOUTH PENNSYLVANIA AVENUE
(Street)
OKLAHOMA CITY OK 73107
(City) (State) (Zip)
Explanation of Responses:
1. 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.
2. 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.
3. On January 24, 2008, David Shear acquired in total 39,152 shares of common stock upon the exercise of Incentive Stock Options ("ISOs") owned directly by David Shear. As of the date of this report, and following the exercise reported herein, there are no shares of common stock remaining under these ISOs.
4. The reporting person contributed these shares acquired upon exercise of the ISOs to the reporting person's revocable trust. Immediately following such contribution, the shares were transferred into the joint account owned by the reporting person's revocable trust and the revocable trust of the reporting person's spouse. Please see footnote (1) for a description of the revocable trusts and the joint account.
David M. Shear 01/28/2008
Heidi L. Brown Shear 01/28/2008
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.