Tronox Limited
Tronox Ltd (Form: 4, Received: 02/28/2017 18:18:17)
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
                                                                                  
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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 *

Romano John D
2. Issuer Name and Ticker or Trading Symbol

Tronox Ltd [ TROX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP, Chief Commercial Officer
(Last)          (First)          (Middle)

ONE STAMFORD PLAZA, 263 TRESSER BLVD, SUITE 1100
3. Date of Earliest Transaction (MM/DD/YYYY)

2/24/2017
(Street)

STAMFORD, CT 06901
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 Class A   2/24/2017     F    10685   (1) D $17.4   277587   D    
Common Stock Class A   2/27/2017     F    1908   (2) D $17.7   275679   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Common Stock Options (right to buy)   $25.9                      (3) 6/26/2022   Class A Common Stock   18695   (3)   18695   D    
Common Stock Options (right to buy)   $19.09                      (3) 2/25/2023   Class A Common Stock   95710   (3)   95710   D    
Common Stock Options (right to buy)   $21.98                      (4) 2/10/2024   Class A Common Stock   26894   (4)   26894   D    

Explanation of Responses:
( 1)  The Company withheld 10,685 shares to satisfy withholding tax obligations and Mr. Romano received the balance of 22,119 shares of previously granted restricted shares.
( 2)  The Company withheld 1,908 shares to satisfy withholding tax obligations and Mr. Romano received the balance of 3,944 shares of previously granted restricted shares.
( 3)  As reported on Form 4 filed on 10/11/2013, the options vest in three equal installments on the anniversary date of the grant.
( 4)  As reported on Form 4 filed 2/12/2014, the options vest in three equal installments on the anniversary date of the grant.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Romano John D
ONE STAMFORD PLAZA
263 TRESSER BLVD, SUITE 1100
STAMFORD, CT 06901


SVP, Chief Commercial Officer

Signatures
/s/ Richard L. Muglia, as attorney-in-fact 2/28/2017
** 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 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).
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