Tronox Limited
Tronox Ltd (Form: 3, Received: 06/01/2017 18:56:31)
FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Khilnani Jogita

2. Date of Event Requiring Statement (MM/DD/YYYY)
5/26/2017 

3. Issuer Name and Ticker or Trading Symbol

Tronox Ltd [TROX]

(Last)        (First)        (Middle)

ONE STAMFORD PLAZA, 263 TRESSER BLVD. SUITE 1100

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
SVP & Corporate Controller /

(Street)

STAMFORD, CT 06901       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock Class A   28015   (1) D    
Common Stock Class A   6390   (2) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  31,710 time-based restricted share units ("RSUs") were granted on February 24, 2016 pursuant to the Tronox Limited Management Equity Incentive Plan. The RSUs were granted to Ms. Khilnani while she was VP, Corporate Assurance of the Company. The RSUs subject to this grant vest in equal annual portions on each of the first three (3) anniversaries of the grant date provided that Ms. Khilnani is then providing services to the Company on each such vesting date. 10,570 of the time-based RSUs have vested and 3,695 shares were subsequently sold to cover withholding tax liabilities.
(2)  6,390 time-based restricted share units ("RSUs") were granted on February 2, 2017 pursuant to the Tronox Limited Management Equity Incentive Plan. The RSUs were granted to Ms. Khilnani while she was VP, Corporate Assurance of the Company. The RSUs subject to this grant vest in equal annual portions on each of the first three (3) anniversaries of the grant date provided that Ms. Khilnani is then providing services to the Company on each such vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Khilnani Jogita
ONE STAMFORD PLAZA
263 TRESSER BLVD. SUITE 1100
STAMFORD, CT 06901


SVP & Corporate Controller

Signatures
/s/ Richard L. Muglia, as attorney-in-fact 6/1/2017
** 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 5(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.
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