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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*
MCCARTHY KENT C
(Last) (First) (Middle)
8201 MISSION ROAD
SUITE 110
(Street)
PRAIRIE VILLAGE KS 66208
(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/14/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 03/14/2006 P 5,000 A $6.35 1,116,000 I By Jayhawk Institutional Partners, L.P.
Common Stock 03/15/2006 P 8,700 A $6.4267 1,124,700 I By Jayhawk Institutional Partners, L.P.
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
7% Convertible Senior Subordinated Debentures $0(1) 03/14/2006 P 1,000,000(2) 03/14/2006 03/01/2011 Common Stock 125,000(3) $1,000,000 $1,000,000 I By Jayhawk Institutional Partners, L.P.
Class C Preferred Series 2 $0(4) 03/14/2006 P 200 03/14/2006 (5) Common Stock 865.8 $57 328,750 I By Jayhawk Investments, L.P. and Jayhawk Institutional Partners, L.P.(6)
Class C Preferred Series 2 $0(4) 03/15/2006 P 100 03/15/2006 (5) Common Stock 432.9 $58 328,850 I By Jayhawk Investments, L.P. and Jayhawk Institutional Partners, L.P.(6)
Explanation of Responses:
1. The conversion price for the 7% Convertible Senior Subordinated Debentures shall be: (i) for the period beginning March 14, 2006 and ending August 31, 2006, $8.00 per share; (ii) for the period beginning September 1, 2006 and ending February 28, 2007, $7.08 per share; (iii) for the period beginning March 1, 2007 and ending August 31, 2007, $7.09 per share; (iv) for the period beginning September 1, 2007 and ending February 29, 2008, $7.28 per share; (v) for the period beginning March 1, 2008 and ending August 31, 2008, $7.50 per share; (vi) for the period beginning September 1, 2008 and ending February 28, 2009, $7.74 per share; and (vii) for the period beginning March 1, 2009 and ending February 28, 2011, $8.00 per share.
2. On March 14, 2006, Jayhawk Institutional Partners, L.P. purchased 7% Convertible Senior Subordinated Debentures in the principal amount of $1,000,000.
3. The number of shares of Common Stock is equal to the prinicpal amount stated in footnote 2 divided by the conversion price then in effect.
4. Each share of Class C Preferred Series 2 Stock is convertible into 4.329 shares of Common Stock.
5. Does not expire.
6. As of March 15, 2006, the reporting person is the indirect beneficial owner of 168,550 shares of Class C Preferred Series 2 Stock directly owned by Jayhawk Institutional Partners, L.P. and 136,500 shares of Class C Preferred Series 2 Stock directly owned by Jayhawk Investments, L.P.
Kent C. McCarthy 03/16/2006
** 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.