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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 | ||||||||
Options to Buy (1) | $ 33.75 | (3) | 04/21/2008 | Common Stock | 90,000 | 90,000 | D | ||||||||
Options to Buy (1) | $ 15.875 | (4) | 04/18/2010 | Common Stock | 135,000 | 135,000 | D | ||||||||
Options to Buy (1) | $ 15.02 | (5) | 08/14/2010(9) | Common Stock | 135,000 | 135,000 | D | ||||||||
Options to Buy (1) | $ 25.4 | (6)(8) | 08/14/2010(9) | Common Stock | 100,000 | 100,000 | D | ||||||||
Options to Buy (1) | $ 17.56 | (7)(8) | 08/14/2010(9) | Common Stock | 165,000 | 165,000 | D | ||||||||
Options to Buy (1) | $ 24.14 | 04/20/2005 | 08/14/2010(9) | Common Stock | 3,000 | 3,000 | D | ||||||||
Options to Buy (1) | $ 26.35 | 08/14/2005(8) | 08/14/2010(9) | Common Stock | 3,000 | 3,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
TIMKEN WILLIAM ROBERT JR THE TIMKEN COMPANY 1835 DUEBER AVENUE, S.W. CANTON, OH 44706 |
X | Chairman of the Board |
W.R. Timken, Jr | 08/16/2005 | |
**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) | This form is being filed for the sole purpose of informing the market that the reporting person has terminated his insider status due to his retirement from the Board of Directors and as Chairman of the Board, effective August 14, 2005. The reported holdings reflect the reporting person's beneficial ownership as of the date of termination of service. |
(2) | By self as Co-Trustee for Sue Shaffer Timken 2005 Revocable Trust. |
(3) | Employee stock option with limited transferability granted pursuant to The Timken Company Long-Term Incentive Plan. Option became exercisable in annual 25 percent increments which began on April 21, 1999, the first 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. Option included rights to receive dividend equivalents payable in shares of common stock on a deferred basis. |
(4) | Same as (3) above, except option became exercisable in annual 25 percent increments which began on April 18, 2001, the first anniversary of the date of the grant. |
(5) | Same as (3) above, except option became exercisable in annual 25 percent increments which began on April 17, 2002, the first anniversary of the date of the grant. |
(6) | Same as (3) above, except option became exercisable in annual 25 percent increments which began on April 16, 2003, the first anniversary of the date of the grant. |
(7) | Same as (3) above, except option became exercisable in annual 25 percent increments which began on April 15, 2004, the first anniversary of the date of the grant. |
(8) | All options that were previously unvested, vested upon retirement from the Board of Directors on August 14, 2005. |
(9) | Option to exercise expires 5 years after the date of retirement from the Board of Directors. |