Sec Form 3 Filing - Roellgen Karl Andreas @ TIMKEN CO - 2019-05-10

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Roellgen Karl Andreas
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)
VP - Europe, Asia and Africa
(Last) (First) (Middle)
4500 MOUNT PLEASANT ST. NW
3. Date of Earliest Transaction (MM/DD/YY)
05/10/2019
(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 31,237 ( 1 ) D
Common Stock 4,226 I TESOP
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
Employee Stock Option (right to buy) $ 40.56 02/07/2014( 2 ) 02/07/2023 Common Stock 2,600 D
Employee Stock Option (right to buy) $ 41.15 02/13/2015( 2 ) 02/13/2024 Common Stock 3,200 D
Employee Stock Option (right to buy) $ 41.79 02/12/2016( 2 ) 02/12/2025 Common Stock 6,975 D
Employee Stock Option (right to buy) $ 27.75 02/11/2017( 2 ) 02/11/2026 Common Stock 11,550 D
Employee Stock Option (right to buy) $ 45.35 02/13/2018( 2 ) 02/13/2027 Common Stock 6,850 D
Employee Stock Option (right to buy) $ 44.65 02/12/2019( 2 ) 02/12/2028 Common Stock 7,925 D
Employee Stock Option (right to buy) $ 42.6 02/12/2020( 2 ) 02/12/2029 Common Stock 8,525 D
Restricted Share Unit $ 0 ( 3 ) 02/11/2020 Common Stock 457 D
Restricted Share Unit $ 0 ( 4 ) 02/13/2021 Common Stock 538 D
Restricted Share Unit $ 0 ( 5 ) 02/12/2022 Common Stock 919 D
Restricted Share Unit $ 0 ( 6 ) 02/12/2023 Common Stock 1,300 D
Restricted Share Unit $ 0 ( 7 ) 12/31/2019 Common Stock 2,675 D
Restricted Share Unit $ 0 ( 8 ) 12/31/2020 Common Stock 3,050 D
Restricted Share Unit $ 0 ( 9 ) 12/31/2021 Common Stock 3,200 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Roellgen Karl Andreas
4500 MOUNT PLEASANT ST. NW
NORTH CANTON, OH44720
VP - Europe, Asia and Africa
Signatures
/s/ Karl Andreas Roellgen 05/10/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes August 21, 2017 grant of 10,000 restricted shares, subject to forfeiture under certain circumstances, that vest 100% on August 21, 2022.
( 2 )The options became exercisable in annual 25% increments from the date of grant.
( 3 )Remaining restricted share units from February 11, 2016 grant of 1,825 time based restricted share units that vest 25% per year.
( 4 )Remaining restricted share units from February 13, 2017 grant of 1,075 time based restricted share units that vest 25% per year.
( 5 )Remaining restricted share units from February 12, 2018 grant of 1,225 time based restricted share units that vest 25% per year.
( 6 )February 12, 2019 grant of 1,300 time based restricted share units that vest 25% per year.
( 7 )Performance based restricted share units subject to certain performance criteria between January 1, 2017 and December 31, 2019.
( 8 )Performance based restricted share units subject to certain performance criteria between January 1, 2018 and December 31, 2020.
( 9 )Performance based restricted share units subject to certain performance criteria between January 1, 2019 and December 31, 2021.

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).
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