Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No.
5)*
TimkenSteel Corporation
(Name
of Issuer)
Common Shares, without par value
887399103
Calendar Year 2019
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule
13d-1(b)
o
Rule
13d-1(c)
x
Rule
13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in 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).
CUSIP No. | 887399103 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
Timken Foundation of Canton 34-6520254 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) x | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Ohio | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
2,264,744 | |||||
6 | SHARED VOTING POWER | ||||
0 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
2,264,744 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,353,494 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
5.05% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO | |||||
FOOTNOTES | |||||
CUSIP No. | 887399103 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
Ward J. Timken | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) x | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
220,342 | |||||
6 | SHARED VOTING POWER | ||||
2,538,068 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
220,342 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
2,538,068 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,758,410 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
6.15% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN | |||||
FOOTNOTES | |||||
CUSIP No. | 887399103 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
Joy A. Timken | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) x | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
23,708 | |||||
6 | SHARED VOTING POWER | ||||
2,561,794 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
23,708 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
2,561,794 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,585,502 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
5.77% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN | |||||
FOOTNOTES | |||||
CUSIP No. | 887399103 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
W.R. Timken, Jr. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) x | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
42,135 | |||||
& #xA0; | |||||
6 | SHARED VOTING POWER | ||||
2,277,989 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
42,135 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
2,277,989 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,320,124 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
5.18% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN | |||||
FOOTNOTES | |||||
CUSIP No. | 887399103 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
Ward J. Timken, Jr. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) x | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
1,372,087 | |||||
6 | SHARED VOTING POWER | ||||
2,295,649 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
1,372,087 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
2,295,649 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
3,667,736 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
8.01% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN | |||||
FOOTNOTES | |||||
Item
1.
(a) | Name
of Issuer |
TimkenSteel Corporation |
(b) | Address
of Issuer’s Principal Executive Offices |
1835 Dueber Ave SW
Canton, OH 44706 |
Item
2.
(a) | Name
of Person Filing |
(1) | Timken Foundation of Canton | ||
(2) | Ward J. Timken | ||
(3) | Joy A. Timken | ||
(4) | W.R. Timken, Jr. | ||
(5) | Ward J. Timken, Jr. | ||
(b) | Address
of Principal Business Office or, if none, Residence |
(1) | Timken Foundation of Canton 200 Market Ave N Suite 210 Canton, OH 44702 |
(2) | Ward J. Timken 200 Market Ave N Suite 210 Canton, OH 44702 |
(3) | Joy A. Timken 200 Market Ave N Suite 210 Canton, OH 44702 |
(4) | W.R. Timken, Jr. 200 Market Ave N Suite 210 Canton, OH 44702 |
(5) | Ward J. Timken, Jr. 200 Market Ave N Suite 210 Canton, OH 44702 |
(c) | Citizenship |
(1) | Timken Foundation of Canton: Ohio |
(2) | Ward J. Timken: United States of America |
(3) | Joy A. Timken: United States of America |
(4) | W.R. Timken, Jr.: United States of America |
(5) | Ward J. Timken, Jr.: United States of America |
(d) | Title
of Class of Securities |
Common Shares, without par value |
(e) | CUSIP
Number |
887399103 |
Item
3. | If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a: |
(a) | o | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
(b) | o | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
(c) | o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
(d) | o | Investment
company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C 80a-8). |
(e) | o | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
(f) | o | An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
(g) | o | A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G); |
(h) | o | A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
(i) | o | A
church plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j) | o | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). |
(k) | o |
A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify
the type of institution:
|
Item
4. | Ownership. |
Provide
the following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
(a) |
Amount beneficially owned:
|
(1) | Timken Foundation of Canton: 2,264,744 |
(2) | Ward J. Timken: 2,758,410 |
(3) | Joy A. Timken: 2,585,502 |
(4) | W.R. Timken, Jr.: 2,320,124 |
(5) | Ward J. Timken, Jr.: 3,667,736 |
(b) |
Percent of class: |
(1) | Timken Foundation of Canton: 5.05% |
(2) | Ward J. Timken: 6.15% |
(3) | Joy A. Timken: 5.77% |
(4) | W.R. Timken, Jr.: 5.18% |
(5) | Ward J. Timken, Jr.: 8.01% |
(c) | Number
of shares as to which the person has: |
(i) |
Sole power to vote or to direct the vote:
|
(1) | Timken Foundation of Canton: 2,264,744 |
(2) | Ward J. Timken: 220,342 |
(3) | Joy A. Timken: 23,708 |
(4) | W.R. Timken, Jr.: 42,135 |
(5) | Ward J. Timken, Jr.: 1,372,087 |
(ii) |
Shared power to vote or to direct the vote:
|
(1) | Timken Foundation of Canton: 0 |
(2) | Ward J. Timken: 2,538,068 |
(3) | Joy A. Timken: 2,561,794 |
(4) | W.R. Timken, Jr.: 2,277,989 |
(5) | Ward J. Timken, Jr.: 2,295,649 |
(iii) |
Sole power to dispose or to direct the disposition of:
|
(1) | Timken Foundation of Canton: 2,264,744 |
(2) | Ward J. Timken: 220,342 |
(3) | Joy A. Timken: 23,708 |
(4) | W.R. Timken, Jr.: 42,135 |
(5) | Ward J. Timken, Jr.: 1,372,087 |
(iv) |
Shared power to dispose or to direct the disposition of:
|
(1) | Timken Foundation of Canton: 0 |
(2) | Ward J. Timken: 2,538,068 |
(3) | Joy A. Timken: 2,561,794 |
(4) | W.R. Timken, Jr.: 2,277,989 |
(5) | Ward J. Timken, Jr.: 2,295,649 |
Item
5. | Ownership
of Five Percent or Less of a Class |
If
this statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following
o
.
Not applicable
Item
6. | Ownership
of More than Five Percent on Behalf of Another Person. |
Other persons have the right to receive and, in certain cases, share the right to direct the receipt of the dividends from, and the proceeds from the sale of the Shares identified in this Schedule 13G. All of the trustees share the voting and dispositive power with respect to the 2,264,744 Shares held by the Foundation. All trustees disclaim any beneficial interest in these Shares held by the Foundation.
(i) Ward J. Timken – 273,324 Shares of the securities identified in this Schedule 13G are held by his wife, trusts, or foundations other than the Foundation. He disclaims any beneficial interest in these securities except for 230,000 shares held in trust in which he has an interest as a lifetime income beneficiary.
(ii) Joy A. Timken – 297,050 Shares of the securities identified in this Schedule 13G are held by her husband, trusts, or foundations other than the Foundation. She disclaims any beneficial interest in these securities.
(iii) W.R. Timken, Jr – 13,245 Shares of the securities identified in this Schedule 13G are held by his wife. He disclaims any beneficial interest in these securities.
(iv) Ward J. Timken, Jr. – 30,905 Shares of the securities identified in this Schedule 13G are held by his wife or trusts. He disclaims any beneficial interest in these securities except for 26,500 shares held in trust in which he is a lifetime income beneficiary.
(i) Ward J. Timken – 273,324 Shares of the securities identified in this Schedule 13G are held by his wife, trusts, or foundations other than the Foundation. He disclaims any beneficial interest in these securities except for 230,000 shares held in trust in which he has an interest as a lifetime income beneficiary.
(ii) Joy A. Timken – 297,050 Shares of the securities identified in this Schedule 13G are held by her husband, trusts, or foundations other than the Foundation. She disclaims any beneficial interest in these securities.
(iii) W.R. Timken, Jr – 13,245 Shares of the securities identified in this Schedule 13G are held by his wife. He disclaims any beneficial interest in these securities.
(iv) Ward J. Timken, Jr. – 30,905 Shares of the securities identified in this Schedule 13G are held by his wife or trusts. He disclaims any beneficial interest in these securities except for 26,500 shares held in trust in which he is a lifetime income beneficiary.
Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company |
Not applicable
Item
8. | Identification
and Classification of Members of the Group |
This statement is being filed by the Foundation, an Ohio Private Charitable Foundation, and its voting trustees, Ward J. Timken, Joy A. Timken, W.R. Timken, Jr. and Ward J. Timken, Jr. They are voting as a group only with respect to the shares held by the Foundation. All other shares with shared power are reported individually, as detailed in Item 6.
Item
9. | Notice
of Dissolution of Group |
Not applicable
Item
10. | Certification |
Not applicable. |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
The Timken Foundation of Canton | |||
Date:
February 12, 2020 | By:
| /s/ Mark Scheffler | |
Name: Mark Scheffler | |||
Title: Executive Director | |||
The Timken Foundation of Canton | |||
Date:
February 12, 2020 | By:
| /s/ Ward J. Timken | |
Name: Ward J. Timken | |||
Title: Trustee | |||
The Timken Foundation of Canton | |||
Date:
February 12, 2020 | By:
| /s/ Joy A. Timken | |
Name: Joy A. Timken | |||
Title: Trustee | |||
The Timken Foundation of Canton | |||
Date:
February 12, 2020 | By:
| /s/ W.R.Timken, Jr. | |
Name: W.R.Timken, Jr. | |||
Title: Trustee | |||
The Timken Foundation of Canton | |||
Date:
February 12, 2020 | By:
| /s/ Ward J. Timken, Jr. | |
Name: Ward J. Timken, Jr. | |||
Title: Trustee | |||
Footnotes: |
Attention: | Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001) |