Edgar Filing: LSB INDUSTRIES INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

JAYHAWK CAPITAL MANAGEMENT LLC

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)

(Last)

(First)

(Middle)

8201 MISSION ROAD, SUITE 110

3. Date of Earliest Transaction (Month/Day/Year)
12/27/2005

(Street)

PRAIRIE VILLAGE, KS 66208

4. If Amendment, Date 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

(City)

(State)

(Zip)

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class C Preferred Series 2

$ 0 ⁽¹⁾

12/27/2005

200

12/27/2005

⁽²⁾

Common Stock

865.8

$ 49.5

291,550

By Jawhawk Investments L.P. and Jayhawk Institutional Partners, L.P. ⁽³⁾

Class C Preferred Series 2

$ 0 ⁽¹⁾

12/27/2005

2,100

12/27/2005

⁽²⁾

Common Stock

9,090.9

$ 51

293,650

By Jawhawk Investments L.P. and Jayhawk Institutional Partners, L.P. ⁽³⁾

Class C Preferred Series 2

$ 0 ⁽¹⁾

12/28/2005

700

12/28/2005

⁽²⁾

Common Stock

3,030.3

$ 52

294,350

By Jawhawk Investments L.P. and Jayhawk Institutional Partners, L.P. ⁽³⁾

Class C Preferred Series 2

$ 0 ⁽¹⁾

12/28/2005

3,000

12/28/2005

⁽²⁾

Common Stock

12,987

$ 53

297,350

By Jawhawk Investments L.P. and Jayhawk Institutional Partners, L.P. ⁽³⁾

Class C Preferred Series 2

$ 0 ⁽¹⁾

12/28/2005

300

12/28/2005

⁽²⁾

Common Stock

1,298.7

$ 54.65

297,650

By Jawhawk Investments L.P. and Jayhawk Institutional Partners, L.P. ⁽³⁾

Class C Preferred Series 2

$ 0 ⁽¹⁾

12/28/2005

1,000

12/28/2005

⁽²⁾

Common Stock

4,329

$ 55

298,650

By Jawhawk Investments L.P. and Jayhawk Institutional Partners, L.P. ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
JAYHAWK CAPITAL MANAGEMENT LLC 8201 MISSION ROAD SUITE 110 PRAIRIE VILLAGE, KS 66208		X

Signatures

Kent C. McCarthy		12/29/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Each share of Class C Preferred Series 2 Stock is convertible into 4.329 shares of Common Stock.
(2)	Does not expire.
(3)	As of December 28, 2005, the reporting person is the indirect beneficial owner of 168,250 shares of Class C Preferred Series 2 Stock directly owned by Jayhawk Institutional Partners, L.P. and 130,400 shares of Class C Preferred Series 2 Stock directly owned by Jayhawk Investments, L.P.

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