SCHEDULE 13D/A
CUSIP No. 629579 20 02				Page 1 of 24

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13D/A

(Rule 13d-101)

Under the Securities Exchange Act of 1934

(Amendment No. 24)

 

 

NACCO Industries, Inc.

(Name of Issuer)

 

 

Class B Common Stock, par value $1.00 per share

(Title of Class of Securities)

629579 20 02

(CUSIP Number)

Alfred M. Rankin, Jr.

5875 Landerbrook Drive

Cleveland, Ohio 44124-4017

(216) 449-9600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communication)

February 2017

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.   ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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		SCHEDULE 13D/A
CUSIP No. 629579 20 02				Page 2 of 24

 

1		Name of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Clara T. Rankin Williams
2		Check the appropriate box if a member of a group* (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds*   OO – See Item 3
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
6		Citizenship or place of organization   USA
Number of shares beneficially owned by each reporting person with				7		Sole voting power   9,195
				8		Shared voting power   0
				9		Sole dispositive power   9,195
				10		Shared dispositive power   780,299
11		Aggregate amount beneficially owned by each reporting person   789,494
12		Check box if the aggregate amount in Row (11) excludes certain shares*   ☐
13		Percent of class represented by amount in Row (11)   50.26%
14		Type of reporting person*   IN

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		SCHEDULE 13D/A
CUSIP No. 629579 20 02				Page 3 of 24

 

1		Name of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Alfred M. Rankin, Jr.
2		Check the appropriate box if a member of a group* (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds*   OO – See Item 3
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
6		Citizenship or place of organization   USA
Number of shares beneficially owned by each reporting person with				7		Sole voting power   44,662
				8		Shared voting power   780,299
				9		Sole dispositive power   44,662
				10		Shared dispositive power   780,299
11		Aggregate amount beneficially owned by each reporting person   824,961
12		Check box if the aggregate amount in Row (11) excludes certain shares*   ☐
13		Percent of class represented by amount in Row (11)   52.51%
14		Type of reporting person*   IN

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		SCHEDULE 13D/A
CUSIP No. 629579 20 02				Page 4 of 24

 

1		Name of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Victoire G. Rankin
2		Check the appropriate box if a member of a group* (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds*   OO – See Item 3
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
6		Citizenship or place of organization   USA
Number of shares beneficially owned by each reporting person with				7		Sole voting power   0
				8		Shared voting power   44,662
				9		Sole dispositive power   0
				10		Shared dispositive power   824,961
11		Aggregate amount beneficially owned by each reporting person   824,961
12		Check box if the aggregate amount in Row (11) excludes certain shares*   ☐
13		Percent of class represented by amount in Row (11)   52.51%
14		Type of reporting person*   IN

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		SCHEDULE 13D/A
CUSIP No. 629579 20 02				Page 5 of 24

 

1		Name of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Helen R. Butler
2		Check the appropriate box if a member of a group* (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds*   OO – See Item 3
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
6		Citizenship or place of organization   USA
Number of shares beneficially owned by each reporting person with				7		Sole voting power   9,195
				8		Shared voting power   0
				9		Sole dispositive power   9,195
				10		Shared dispositive power   780,299
11		Aggregate amount beneficially owned by each reporting person   789,494
12		Check box if the aggregate amount in Row (11) excludes certain shares*   ☐
13		Percent of class represented by amount in Row (11)   50.26%
14		Type of reporting person*   IN

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		SCHEDULE 13D/A
CUSIP No. 629579 20 02				Page 6 of 24

 

1		Name of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   John C. Butler, Jr.
2		Check the appropriate box if a member of a group* (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds*   OO – See Item 3
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
6		Citizenship or place of organization   USA
Number of shares beneficially owned by each reporting person with				7		Sole voting power   0
				8		Shared voting power   0
				9		Sole dispositive power   0
				10		Shared dispositive power   789,494
11		Aggregate amount beneficially owned by each reporting person   789,494
12		Check box if the aggregate amount in Row (11) excludes certain shares*   ☐
13		Percent of class represented by amount in Row (11)   50.26%
14		Type of reporting person*   IN

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		SCHEDULE 13D/A
CUSIP No. 629579 20 02				Page 7 of 24

 

1		Name of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   David B. Williams
2		Check the appropriate box if a member of a group* (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds*   OO – See Item 3
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
6		Citizenship or place of organization   USA
Number of shares beneficially owned by each reporting person with				7		Sole voting power   0
				8		Shared voting power   0
				9		Sole dispositive power   0
				10		Shared dispositive power   789,494
11		Aggregate amount beneficially owned by each reporting person   789,494
12		Check box if the aggregate amount in Row (11) excludes certain shares*   ☐
13		Percent of class represented by amount in Row (11)   50.26%
14		Type of reporting person*   IN

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		SCHEDULE 13D/A
CUSIP No. 629579 20 02				Page 8 of 24

 

1		Name of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Roger F. Rankin
2		Check the appropriate box if a member of a group* (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds*   OO – See Item 3
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
6		Citizenship or place of organization   USA
Number of shares beneficially owned by each reporting person with				7		Sole voting power   118,125
				8		Shared voting power   780,299
				9		Sole dispositive power   118,125
				10		Shared dispositive power   780,299
11		Aggregate amount beneficially owned by each reporting person   898,424
12		Check box if the aggregate amount in Row (11) excludes certain shares*   ☐
13		Percent of class represented by amount in Row (11)   57.19%
14		Type of reporting person*   IN

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		SCHEDULE 13D/A
CUSIP No. 629579 20 02				Page 9 of 24

 

1		Name of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Bruce T. Rankin
2		Check the appropriate box if a member of a group* (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds*   OO – See Item 3
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
6		Citizenship or place of organization   USA
Number of shares beneficially owned by each reporting person with				7		Sole voting power   0
				8		Shared voting power   0
				9		Sole dispositive power   0
				10		Shared dispositive power   780,299
11		Aggregate amount beneficially owned by each reporting person   780,299
12		Check box if the aggregate amount in Row (11) excludes certain shares*   ☐
13		Percent of class represented by amount in Row (11)   49.67%
14		Type of reporting person*   IN

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		SCHEDULE 13D/A
CUSIP No. 629579 20 02				Page 10 of 24

 

1		Name of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Thomas T. Rankin
2		Check the appropriate box if a member of a group* (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds*   OO – See Item 3
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
6		Citizenship or place of organization   USA
Number of shares beneficially owned by each reporting person with				7		Sole voting power   92,873
				8		Shared voting power   780,299
				9		Sole dispositive power   92,873
				10		Shared dispositive power   780,299
11		Aggregate amount beneficially owned by each reporting person   873,172
12		Check box if the aggregate amount in Row (11) excludes certain shares*   ☐
13		Percent of class represented by amount in Row (11)   55.58%
14		Type of reporting person*   IN

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		SCHEDULE 13D/A
CUSIP No. 629579 20 02				Page 11 of 24

 

1		Name of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Claiborne R. Rankin
2		Check the appropriate box if a member of a group* (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds*   OO – See Item 3
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
6		Citizenship or place of organization   USA
Number of shares beneficially owned by each reporting person with				7		Sole voting power   97,312
				8		Shared voting power   780,299
				9		Sole dispositive power   97,312
				10		Shared dispositive power   780,299
11		Aggregate amount beneficially owned by each reporting person   877,611
12		Check box if the aggregate amount in Row (11) excludes certain shares*   ☐
13		Percent of class represented by amount in Row (11)   55.87%
14		Type of reporting person*   IN

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		SCHEDULE 13D/A
CUSIP No. 629579 20 02				Page 12 of 24

 

1		Name of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Chloe O. Rankin
2		Check the appropriate box if a member of a group* (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds*   OO – See Item 3
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
6		Citizenship or place of organization   USA
Number of shares beneficially owned by each reporting person with				7		Sole voting power   0
				8		Shared voting power   97,312
				9		Sole dispositive power   0
				10		Shared dispositive power   877,611
11		Aggregate amount beneficially owned by each reporting person   877,611
12		Check box if the aggregate amount in Row (11) excludes certain shares*   ☐
13		Percent of class represented by amount in Row (11)   55.87%
14		Type of reporting person*   IN

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		SCHEDULE 13D/A
CUSIP No. 629579 20 02				Page 13 of 24

 

1		Name of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Thomas E. Taplin, Jr.
2		Check the appropriate box if a member of a group* (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds*   OO – See Item 3
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
6		Citizenship or place of organization   USA
Number of shares beneficially owned by each reporting person with				7		Sole voting power   0
				8		Shared voting power   0
				9		Sole dispositive power   0
				10		Shared dispositive power   0
11		Aggregate amount beneficially owned by each reporting person   0
12		Check box if the aggregate amount in Row (11) excludes certain shares*   ☐
13		Percent of class represented by amount in Row (11)   0%
14		Type of reporting person*   IN

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		SCHEDULE 13D/A
CUSIP No. 629579 20 02				Page 14 of 24

 

1		Name of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Alison A. Rankin
2		Check the appropriate box if a member of a group* (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds*   OO – See Item 3
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
6		Citizenship or place of organization   USA
Number of shares beneficially owned by each reporting person with				7		Sole voting power   0
				8		Shared voting power   118,125
				9		Sole dispositive power   0
				10		Shared dispositive power   898,424
11		Aggregate amount beneficially owned by each reporting person   898,424
12		Check box if the aggregate amount in Row (11) excludes certain shares*   ☐
13		Percent of class represented by amount in Row (11)   57.19%
14		Type of reporting person*   IN

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		SCHEDULE 13D/A
CUSIP No. 629579 20 02				Page 15 of 24

 

1		Name of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Corbin K. Rankin
2		Check the appropriate box if a member of a group* (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds*   OO – See Item 3
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
6		Citizenship or place of organization   USA
Number of shares beneficially owned by each reporting person with				7		Sole voting power   0
				8		Shared voting power   92,873
				9		Sole dispositive power   0
				10		Shared dispositive power   873,172
11		Aggregate amount beneficially owned by each reporting person   873,172
12		Check box if the aggregate amount in Row (11) excludes certain shares*   ☐
13		Percent of class represented by amount in Row (11)   55.58%
14		Type of reporting person*   IN

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		SCHEDULE 13D/A
CUSIP No. 629579 20 02				Page 16 of 24

 

1		Name of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Cory Freyer
2		Check the appropriate box if a member of a group* (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds*   OO – See Item 3
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
6		Citizenship or place of organization   USA
Number of shares beneficially owned by each reporting person with				7		Sole voting power   0
				8		Shared voting power   0
				9		Sole dispositive power   0
				10		Shared dispositive power   0
11		Aggregate amount beneficially owned by each reporting person   0
12		Check box if the aggregate amount in Row (11) excludes certain shares*   ☐
13		Percent of class represented by amount in Row (11)   0%
14		Type of reporting person*   IN

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		SCHEDULE 13D/A
CUSIP No. 629579 20 02				Page 17 of 24

 

The Schedule 13D originally filed on March 29, 1990, as amended and restated in its entirely pursuant to Regulation S- T Rule 101(a)(2) on March 20, 1992, as amended by Amendment No. 1 filed on March 28, 1995, as amended by Amendment No. 2 filed on March 21, 1996, as amended by Amendment No. 3 filed on November 26, 1996, as amended by Amendment No. 4 filed on January 10, 1997, as amended by Amendment No. 5 filed on March 19, 1997, as amended by Amendment No. 6 filed on March 25, 1999, as amended by Amendment No. 7 filed on March 30, 2000, as amended by Amendment No. 8 filed on February 14, 2001, as amended by Amendment No. 9 filed on February 14, 2002, as amended by Amendment No. 10 filed on February 14, 2003, as amended by Amendment No. 11 filed on February 17, 2004, as amended by Amendment No. 12 filed on February 15, 2005, as amended by Amendment No. 13 filed on February 14, 2006, as amended by Amendment No. 14 filed on February 14, 2007, as amended by Amendment No. 15 filed on February 14, 2008, as amended by Amendment No. 16 filed on February 13, 2009, as amended by Amendment No. 17 filed on February 16, 2010, as amended by Amendment No. 18 filed on February 14, 2011, as amended by Amendment No. 19 filed on February 14, 2012, as amended by Amendment No. 20 filed on February 14, 2013, as amended by Amendment No. 21 filed on February 14, 2014, as amended by Amendment No. 22 filed on February 13, 2015 and as amended by Amendment No. 23 on February 12, 2016 (collectively, the “Filings”), related to shares of Class B common stock (“Class B Common”) of NACCO Industries, Inc. (the “Company”) held by certain signatories to the Stockholders’ Agreement, dated as of March 15, 1990, as amended and restated on September 28, 2012, among the signatories thereto, the Company and PNC Bank, NA, as depository, is hereby further amended as follows. Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Filings.

 

Item 2.

Identity and Background

(a) – (c) Item 2 of the Filings is hereby amended as follows:

The statements under the heading James T. Rankin, which appear in the Filings, are hereby deleted and replaced by the following:

James T. Rankin. Mr. Rankin’s address is 2291 Woodward Way NW, Atlanta, Georgia 30305. He is self employed in commercial real estate.

The statements under the heading Caroline T. Ruschell, which appear in the Filings, are hereby deleted and replaced by the following:

Caroline T. Ruschell. Ms. Ruschell’s address is 201 Legacy Dr. Nicholasville KY, 40356. She is retired.

The statements under the heading Julia Rankin Kuipers, which appear in the Filings, are hereby deleted and replaced by the following:

Julia Rankin Kuipers Ms. Kuipers’ address is 11 Sargent Rd. Winchester, MA 01890. She is not employed.

The statements under the heading Thomas Parker Rankin, which appear in the Filings, are hereby deleted and replaced by the following:

Thomas Parker Rankin. Mr. Rankin’s address is 70 West 11th Street, Apt 4E, New York, NY 1011. He is an Investment Analyst.

The statements under the heading Jacob A. Kuipers, which appear in the Filings, are hereby deleted and replaced by the following:

Jacob A. Kuipers Mr. Kuipers’ address is 11 Sargent Rd. Winchester, MA 01890. He is an attorney at McDermott, Will & Emery.

 

Item 5.

Interest in Securities of the Issuer

The information appearing under the heading “Item 5. Interest in Securities of the Issuer,” which appears in the Filings, is hereby amended as follows:

Clara T. Rankin Williams. Ms. Williams has sole power to vote and dispose of 9,195 shares of Class B Common held in a trust for her benefit and shares the power to dispose of (a) 472,371 shares of Class B Common held by Rankin I with the other general partners and other limited partners of Rankin I and (b) 307,928 shares of Class B Common held by Rankin IV with the other general partners and other limited partners of Rankin IV. Collectively, the 789,494 shares of Class B Common beneficially owned by Clara T. Rankin Williams constitute approximately 50.26% of the Class B Common outstanding as of December 31, 2016.

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		SCHEDULE 13D/A
CUSIP No. 629579 20 02				Page 18 of 24

 

Alfred M. Rankin, Jr. Mr. Rankin has the sole power to vote and to dispose of 44,662 shares of Class B Common. Mr. Rankin (a) as trustee and beneficiary of certain trusts, shares the power to vote and dispose of the 472,371 shares of Class B Common held by Rankin I with the other general partners and other limited partners of Rankin I and (b) as trustee and beneficiary of certain trusts, shares the power to vote and dispose of the 307,928 shares of Class B Common held by Rankin IV with the other general partners and other limited partners of Rankin IV. Collectively, the 824,961 shares of Class B Common beneficially owned by Alfred M. Rankin, Jr., constitute approximately 52.51% of the Class B Common outstanding as of December 31, 2016.

Victoire G. Rankin. Ms. Rankin is deemed to share with her spouse (Alfred M. Rankin, Jr.) the power to vote 44,662 shares of Class B Common and to dispose of (a) 472,371 shares of Class B Common held by Rankin I with the other general partners and other limited partners of Rankin I and (b) 307,928 shares of Class B Common held by Rankin IV with the other general partners and other limited partners of Rankin IV. Collectively, the 824,961 shares of Class B Common beneficially owned by Victoire G. Rankin constitute approximately 52.51% of the Class B Common outstanding as of December 31, 2016.

Helen R. Butler. Ms. Butler has sole power to vote and dispose of 9,195 shares of Class B Common held in a trust for her benefit and shares the power to dispose of (a) 472,371 shares of Class B Common held by Rankin I with the other general partners and other limited partners of Rankin I and (b) 307,928 shares of Class B Common held by Rankin IV with the other general partners and other limited partners of Rankin IV. Collectively, the 789,494 shares of Class B Common beneficially owned by Helen R. Butler constitute approximately 50.26% of the Class B Common outstanding as of December 31, 2016.

John C. Butler, Jr. Mr. Butler is deemed to share with his spouse (Helen R. Butler) the power to vote 9,195 shares of Class B Common held in a trust for her benefit and to dispose of (a) 472,371 shares of Class B Common held by Rankin I with the other general partners and other limited partners of Rankin I and (b) 307,928 shares of Class B Common held by Rankin IV with the other general partners and other limited partners of Rankin IV. Collectively, the 789,494 shares of Class B Common beneficially owned by John C. Butler, Jr. constitute approximately 50.26% of the Class B Common outstanding as of December 31, 2016.

David B. Williams Mr. Williams is deemed to share with his spouse (Clara T. Rankin Williams) the power to vote 9,195 shares of Class B Common held in a trust for her benefit and to dispose of (a) 472,371 shares of Class B Common held by Rankin I with the other general partners and other limited partners of Rankin I and (b) 307,928 shares of Class B Common held by Rankin IV with the other general partners and other limited partners of Rankin IV. Collectively, the 789,494 shares of Class B Common beneficially owned by David B. Williams constitute approximately 50.26% of the Class B Common outstanding as of December 31, 2016.

Roger F. Rankin. Mr. Rankin has the sole power to vote and dispose of 118,125 shares of Class B Common. Mr. Rankin (a) as trustee and beneficiary of certain trusts, shares the power to vote and dispose of the 472,371 shares of Class B Common held by Rankin I with the other general partners and other limited partners of Rankin I and (b) as trustee and beneficiary of certain trusts, shares the power to vote and dispose of the 307,928 shares of Class B Common held by Rankin IV with the other general partners and other limited partners of Rankin IV. Collectively, the 898,424 shares of Class B Common beneficially owned by Roger F. Rankin, constitute approximately 57.19% of the Class B Common outstanding as of December 31, 2016.

Bruce T. Rankin. Mr. Rankin (a) as primary beneficiary of the Bruce Rankin Trust, which is a limited partner of Rankin I, shares the power to dispose of the 472,371 shares of Class B Common held by Rankin I with the general partners and the other limited partners of Rankin I and (b) as primary beneficiary of the Bruce Rankin Trust, which is a Limited Partner of Rankin IV, shares the power to dispose of the 307,928 shares of Class B Common held by Rankin IV with the general partners and the other limited partners of Rankin IV. Together, the 780,299 shares of Class B Common beneficially owned by Bruce T. Rankin, constitute approximately 49.67% of the Class B Common outstanding as of December 31, 2016.

Thomas T. Rankin. Mr. Rankin has the sole power to vote and dispose of 92,873 shares of Class B Common. Mr. Rankin (a) as trustee and beneficiary of certain trusts, shares the power to vote and dispose of the 472,371 shares of Class B Common held by Rankin I with the other general partners and other limited partners of Rankin I and (b) as trustee and beneficiary of certain trusts, shares the power to vote and dispose of the 307,928 shares of Class B Common held by Rankin IV with the other general partners and other limited partners of Rankin IV. Collectively, the 873,172 shares of Class B Common beneficially owned by Thomas T. Rankin, constitute approximately 55.58% of the Class B Common outstanding as of December 31, 2016.

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		SCHEDULE 13D/A
CUSIP No. 629579 20 02				Page 19 of 24

 

Claiborne R. Rankin. Mr. Rankin has the sole power to vote and dispose of 97,312 shares of Class B Common. Mr. Rankin (a) as trustee and beneficiary of certain trusts, shares the power to vote and dispose of the 472,371 shares of Class B Common held by Rankin I with the other general partners and other limited partners of Rankin I and (b) as trustee and beneficiary of certain trusts, shares the power to vote and dispose of the 307,928 shares of Class B Common held by Rankin IV with the other general partners and other limited partners of Rankin IV. Collectively, the 877,611 shares of Class B Common beneficially owned by Claiborne R. Rankin constitute approximately 55.87% of the Class B Common outstanding as of December 31, 2016.

Chloe O. Rankin. Ms. Rankin is deemed to share with her spouse (Claiborne R. Rankin) the power to vote and dispose 97,312 shares of Class B Common and to dispose of (a) 472,371 shares of Class B Common held by Rankin I with the other general partners and other limited partners of Rankin I and (b) 307,928 shares of Class B Common held by Rankin IV with the other general partners and other limited partners of Rankin IV. Collectively, the 877,611 shares of Class B Common beneficially owned by Chloe O. Rankin constitute approximately 55.87% of the Class B Common outstanding as of December 31, 2016.

Thomas E. Taplin, Jr. Mr. Taplin is deceased.

Alison A. Rankin. Ms. Rankin is deemed to share with her spouse (Roger F. Rankin) the power to vote and dispose 118,125 shares of Class B Common and to dispose of (a) 472,371 shares of Class B Common held by Rankin I with the other general partners and other limited partners of Rankin I and (b) 307,928 shares of Class B Common held by Rankin IV with the other general partners and other limited partners of Rankin IV. Collectively, the 898,424 shares of Class B Common beneficially owned by Alison A. Rankin constitute approximately 57.19% of the Class B Common outstanding as of December 31, 2016.

Corbin K. Rankin. Ms. Rankin is deemed to share with her spouse (Thomas T. Rankin) the power to vote and dispose 92,873 shares of Class B Common and to dispose of (a) 472,371 shares of Class B Common held by Rankin I with the other general partners and other limited partners of Rankin I and (b) 307,928 shares of Class B Common held by Rankin IV with the other general partners and other limited partners of Rankin IV. Collectively, the 873,172 shares of Class B Common beneficially owned by Corbin K. Rankin, constitute approximately 55.58% of the Class B Common outstanding as of December 31, 2016.

Cory Freyer Ms. Freyer was owns no Class B shares.

(a) - (b) Although each Reporting Person disclaims beneficial ownership of any shares of Class B Common beneficially owned by each other Reporting Person, pursuant to the Act and regulations thereunder the Reporting Persons may be deemed as a group to have acquired beneficial ownership of 1,542,757 shares of Class B Common, the aggregate number of shares of Class B Common which are subject to the terms of the Stockholders’ Agreement, representing 98.2% of the outstanding Class B Common as of December 31, 2016.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of the Filings is hereby amended by inserting at the end thereof the following:

On May 20, 2016, Corey Freyer, Theodore D. Taplin, Britton T. Taplin, Frank F. Taplin and Beatrice B. Taplin entered into an agreement providing for a right of first refusal with respect to a total of up to 90,160 shares of Class A Common that may be acquired by Ms. Freyer (the “Right of First Refusal Agreement”). Pursuant to the Right of First Refusal Agreement, Ms. Freyer is required to offer for sale such shares of Class A Common to (a) the brothers, mother and related descendants of her late husband, Thomas E. Taplin, and then (b) certain members of the Rankin family as described therein, prior to conducting market or other sales of such shares. The Right of First Refusal Agreement is filed as Exhibit 42 hereto and incorporated herein by reference.

 

Item 7.

Material to be Filed as Exhibits

Item 7 of the Initial Filing is hereby amended by adding the following:

 

Exhibit 42

Right of First Refusal Agreement, dated as of May 20, 2016, by and among Corey Freyer, Theodore D. Taplin, Britton T. Taplin, Frank F. Taplin and Beatrice B. Taplin.

[Signatures begin on the next page.]

[The remainder of this page was intentionally left blank.]

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SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2017

 

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*	The power of attorney authorizing the above named individual to act on behalf of each of the foregoing Reporting Persons is included in Exhibit 41 at pages 24 through 123.