TMST TimkenSteel Corporation

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).
X	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* WESTBROOKS KRISTOPHER R (Last) (First) (Middle) 1835 DUEBER AVE. SW (Street) CANTON OH 44706 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol TimkenSteel Corp [ TMST ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP, Chief Financial Officer
	3. Date of Earliest Transaction (Month/Day/Year) 12/15/2023
	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 Shares	12/18/2023		M		3,520	A	$5.26	174,983	D
Common Shares	12/18/2023		M		4,137	A	$12.45	179,120	D
Common Shares	12/18/2023		S		7,657	D	$23	171,463	D

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
Performance-Based Restricted Share Units	(1)	12/15/2023		A		40,000		(2)	(2)	Common Shares	40,000	$0	40,000	D
Nonqualified Stock Option (Right to buy)	$5.26	12/18/2023		M			3,520	(3)	03/02/2030	Common Shares	3,520	$0	52,668	D
Nonqualified Stock Option (Right to buy)	$12.45	12/18/2023		M			4,137	(4)	03/01/2029	Common Shares	4,137	$0	28,963	D

Explanation of Responses:

1. Each Performance-Based Restricted Share Unit ("PRSU") represents the right to receive one Issuer Common Share (or a cash payment equivalent thereto), plus cash dividend equivalents as applicable.

2. In general, the PRSUs can be earned from 0% to 200% depending on the degree to which the Issuer's Common Shares satisfy up to seven specified average closing price goals (based on 20 consecutive trading days' achievement of a specified 20-trading-day average price) (the "Average Share Price Goals") from December 1, 2023 through December 31, 2026. Generally, PRSUs earned based on the Average Share Price Goals (or, if earlier, based upon performance evaluation through a change in control of the Issuer) then generally pay out (subject to a payment cap) in two equal installments in early 2027 and 2028, subject to certain alternative terms for death, disability or termination without cause.

3. Vests in four equal annual installments beginning March 2, 2021.

4. Vests in four equal annual installments beginning March 1, 2020.

Remarks:

The reporting person adopted a written plan for the sale of the Company's common shares intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) on August 29, 2023. All transactions reported herein with a transaction date of December 18, 2023, were made purusant to that plan.

	/s/ Kristine C. Syrvalin, as Attorney-in-Fact	12/18/2023
	** 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.

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POWER OF ATTORNEY

 

I, Kristopher R. Westbrooks, Executive Vice President and Chief Financial Officer of TimkenSteel Corporation, hereby constitute and appoint Kristine C. Syrvalin and Nicholas A. Yacobozzi, each of them, my true and lawful attorney or attorneys-in-fact, with full power of substitution and re-substitution, for me and in my name, place and stead, to sign on my behalf any Forms 3, 4, 5 or 144 required pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, and to sign any and all amendments to such Forms 3, 4, 5 or 144, and to file the same with the Securities and Exchange Commission, granting unto said attorney or attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing whatsoever that any of said attorney or attorneys-in-fact or any of them or their substitutes, may deem necessary or desirable, in his/her or their sole discretion, with any such act or thing being hereby ratified and approved in all respects without any further act or deed whatsoever.

 

 

Executed this 1st day of March 2022 by the undersigned.

 

 

 

/s/ Kristopher R. Westbrooks

Kristopher R. Westbrooks

 

 

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POWER OF ATTORNEY

 

I, Kristopher R. Westbrooks, Executive Vice President and Chief Financial Officer of TimkenSteel Corporation, hereby constitute and appoint Kristine C. Syrvalin and Nicholas A. Yacobozzi, each of them, my true and lawful attorney or attorneys-in-fact, with full power of substitution and re-substitution, for me and in my name, place and stead, to sign on my behalf any Forms 3, 4, 5 or 144 required pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, and to sign any and all amendments to such Forms 3, 4, 5 or 144, and to file the same with the Securities and Exchange Commission, granting unto said attorney or attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing whatsoever that any of said attorney or attorneys-in-fact or any of them or their substitutes, may deem necessary or desirable, in his/her or their sole discretion, with any such act or thing being hereby ratified and approved in all respects without any further act or deed whatsoever.

 

 

Executed this 1st day of March 2022 by the undersigned.

 

 

 

/s/ Kristopher R. Westbrooks

Kristopher R. Westbrooks

 

 

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