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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Nonqualfied Stock Option (Right to Buy) | $ 30.7 | 02/04/2008 | A | 127,000 | (7) | 02/04/2018 | Common Stock | 127,000 | $ 0 | 127,000 | D | ||||
Dividend Equivalent Rights | $ 0 (8) | 02/04/2008 | A | 713 | 12/31/2011(9) | 12/31/2011 | Common Stock | 713 | $ 0 | 713 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
TIMKEN WARD J JR 1835 DUEBER AVENUE, S.W. CANTON, OH 44706 |
X | Chairman of the Board |
Ward J. Timken, Jr. | 02/05/2008 | |
**Signature of Reporting Person | Date |
* | 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) | By self as sole manager of the WJ Timken Jr Family, LLC. Members of the LLC include the reporting person, immediate family members and trusts for the benefit of immediate family members. |
(2) | DISCLAIMER: Undersigned disclaims all beneficial ownership |
(3) | By self as Co-Trustee and beneficiary of the Ward J. Timken Trust FBO Ward J. Timken, Jr. |
(4) | By self as beneficiary of the WR Timken Trust IX FBO Ward J. Timken, Jr. |
(5) | By self as Co-Trustee of the Ward J. Timken Trust FBO Grandchildren |
(6) | Grant of restricted shares is subject to the company's financial performance in 2008 and further subject to vesting in 25 percent annual increments beginning February 4, 2009. |
(7) | Nonqualified stock option with limited transferability granted pursuant to The Timken Company Long-Term Incentive Plan. Option becomes exercisable in annual 25 percent increments beginning February 4, 2009, the anniversary of the date of the grant. Option becomes fully exercisable upon the occurrence of a change in control of the Company or other similar event. |
(8) | The Security converts to Common Stock on a one for one basis. |
(9) | Reflects the accrual of contingent rights to receive shares of common stock which vest on December 31, 2011 or under certain specified circumstances. |