Statement of Changes in Beneficial Ownership (4)
February 18 2020 - 8:31AM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
*
Myers Ronald J |
2. Issuer Name and Ticker or Trading Symbol
TIMKEN CO
[
TKR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP - Human Resources |
(Last)
(First)
(Middle)
4500 MOUNT PLEASANT ST. NW |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/13/2020 |
(Street)
NORTH CANTON, OH 44720
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock (1) | 2/13/2020 | | A | | 456 | A | $0 | 21920 | D | |
Common Stock | 2/13/2020 | | F | | 127 | D | $54.95 | 21793 | D | |
Common Stock (2) | 2/13/2020 | | A | | 8709 | A | $0 | 30502 | D | |
Common Stock | 2/13/2020 | | F | | 2426 | D | $56.22 | 28076 | D | |
Common Stock | 2/13/2020 | | M | | 3918 | A | $42.60 | 31994 | D | |
Common Stock | 2/13/2020 | | F | | 242 | D | $55.16 | 31752 | D | |
Common Stock | 2/13/2020 | | S | | 3676 | D | $54.88 (3) | 28076 | D | |
Common Stock | 2/13/2020 | | M | | 5700 | A | $40.56 | 33776 | D | |
Common Stock | 2/13/2020 | | F | | 417 | D | $55.16 | 33359 | D | |
Common Stock | 2/13/2020 | | S | | 5283 | D | $54.89 (4) | 28076 | D | |
Common Stock | 2/13/2020 | | M | | 2888 | A | $27.75 | 30964 | D | |
Common Stock | 2/13/2020 | | F | | 475 | D | $55.16 | 30489 | D | |
Common Stock | 2/13/2020 | | S | | 2413 | D | $54.89 (5) | 28076 | D | |
Common Stock | 2/13/2020 | | M | | 6025 | A | $44.65 | 34101 | D | |
Common Stock | 2/13/2020 | | F | | 319 | D | $55.16 | 33782 | D | |
Common Stock | 2/13/2020 | | S | | 5706 | D | $54.90 (6) | 28076 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Employee Stock Option (right to buy) (7) | $42.6 | 2/13/2020 | | M | | | 3918 | 2/12/2020 | 2/12/2029 | Common Stock | 3918.0 | $0 | 11757 | D | |
Employee Stock Option (right to buy) (8) | $40.56 | 2/13/2020 | | M | | | 5700 | 2/7/2014 | 2/7/2023 | Common Stock | 5700.0 | $0 | 0 | D | |
Employee Stock Option (right to buy) (9) | $27.75 | 2/13/2020 | | M | | | 2888 | 2/11/2017 | 2/11/2026 | Common Stock | 2888.0 | $0 | 0 | D | |
Employee Stock Option (right to buy) (10) | $44.65 | 2/13/2020 | | M | | | 6025 | 2/12/2019 | 2/12/2028 | Common Stock | 6025.0 | $0 | 6025 | D | |
Explanation of Responses: |
(1) | Represents vesting of 25% of the time-based restricted share units granted on February 13, 2017. |
(2) | Represents award of shares pursuant to vesting of performance-based restricted share units granted on February 13, 2017. |
(3) | This transaction was executed in multiple trades at prices ranging from $54.52 to $55.23. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
(4) | This transaction was executed in multiple trades at prices ranging from $54.54 to $55.23. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
(5) | This transaction was executed in multiple trades at prices ranging from $54.56 to $55.23. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
(6) | This transaction was executed in multiple trades at prices ranging from $54.53 to $55.23. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
(7) | 3,918 stock options from 02/12/19 grant of 15,675 stock options (previously reported on Form 4) that vested in 25% increments per year from the date of grant. |
(8) | 5,700 stock options granted on 02/07/13 (previously reported on Form 4) that vested in 25% increments per year from the date of grant. |
(9) | 2,888 stock options from 02/11/16 grant of 11,550 stock options (previously reported on Form 4) that vested in 25% increments per year from the date of grant. |
(10) | 6,025 stock options from 02/13/18 grant of 12,050 stock options (previously reported on Form 4) that vested in 25% increments per year from the date of grant. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Myers Ronald J 4500 MOUNT PLEASANT ST. NW NORTH CANTON, OH 44720 |
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| EVP - Human Resources |
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Signatures
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/s/ Ronald J. Myers | | 2/14/2020 |
**Signature of Reporting Person | Date |
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