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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
TIMKEN CO 4500 MT. PLEASANT ST. N.W. NORTH CANTON, OH 44720-5450 |
X |
/s/ William R. Burkhart | 07/01/2014 | |
**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) | In connection with the spinoff (the "Spinoff") of TimkenSteel Corporation (the "Company") by The Timken Company ("Timken"), pursuant to the terms of Section 3.3 of the Separation and Distribution Agreement, dated June 30, 2014, between Timken and the Company (the "Agreement"), Timken effected the Distribution (as defined in the Agreement) on June 30, 2014, and caused to be distributed to each holder of record of Timken common shares as of June 23, 2014, the record date (the "Record Date") for the Distribution, by means of a pro rata dividend of one common share of the Company for every two Timken common shares held of record by such holder as of the record date. |
(2) | In connection with the Spinoff, on June 29, 2014, the common shares of the Company split and Timken received all common shares of the Company outstanding as of the Record Date for its common shares (10 shares) held as of the Record Date, resulting in Timken's ownership of approximately 45,385,211 additional common shares of the Company. |