Sec Form 4 Filing - Chadwick Shelly Marie @ TIMKEN CO - 2018-02-11

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
Chadwick Shelly Marie
2. Issuer Name and Ticker or Trading Symbol
TIMKEN CO [ TKR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Accounting Officer
(Last) (First) (Middle)
4500 MT. PLEASANT ST. NW
3. Date of Earliest Transaction (MM/DD/YY)
02/11/2018
(Street)
NORTH CANTON, OH44720
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Stock ( 1 ) 02/11/2018 A 185 A $ 0 1,192 ( 2 ) D
Common Stock 02/11/2018 F 62 D $ 43.88 1,130 D
Common Stock ( 3 ) 02/12/2018 A 132 A $ 0 1,262 D
Common Stock 02/12/2018 F 44 D $ 44.58 1,218 D
Common Stock ( 4 ) 02/12/2018 A 729 A $ 0 1,947 D
Common Stock 02/12/2018 F 242 D $ 45.23 1,705 D
Common Stock 969 I 401 (k)
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Share Unit $ 0 02/12/2018 A 975 ( 5 ) 02/12/2022 Common Stock 975 $ 0 975 D
Restricted Share Unit $ 0 02/12/2018 A 2,400 ( 6 ) 12/31/2020 Common Stock 2,400 $ 0 2,400 D
Employee Stock Option (right to buy) $ 44.65 02/12/2018 A 6,225 02/12/2019( 7 ) 02/12/2028 Common Stock 6,225 $ 0 6,225 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Chadwick Shelly Marie
4500 MT. PLEASANT ST. NW
NORTH CANTON, OH44720
Chief Accounting Officer
Signatures
/s/ Shelly M. Chadwick 02/13/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents vesting of 25% of the restricted share units granted on February 11, 2016.
( 2 )Includes 30 shares earned through dividend reinvestment in 2017.
( 3 )Represents vesting of 25% of the restricted share units granted on February 12, 2015.
( 4 )Represents award of shares pursuant to vesting of performance based restricted share units granted on February 15, 2015.
( 5 )Grant of 975 time-based restricted share units that vest 25% per year.
( 6 )Grant of 2,400 performance-based restricted share units subject to certain performance criteria between January 1, 2018 and December 31, 2020.
( 7 )These options will become exercisable in annual 25% increments beginning on February 12, 2019.

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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