Sec Form 3 Filing - Pollock Natasha @ TIMKEN CO - 2022-08-03

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Pollock Natasha
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 - Human Resources
(Last) (First) (Middle)
4500 MOUNT PLEASANT ST. NW
3. Date of Earliest Transaction (MM/DD/YY)
08/03/2022
(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 5,092 D
Common Stock 3,702 I 401(k)
Common Stock 3,197 I Held by Spouse( 1 )
Common Stock 18,602 I Held in Spouse 401(k)( 1 )
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) $ 42.6 02/12/2020( 2 ) 02/12/2029 Common Stock 475 D
Restricted Share Unit $ 0 ( 3 ) 02/12/2023 Common Stock 73 D
Restricted Share Unit $ 0 ( 4 ) 02/10/2024 Common Stock 240 D
Restricted Share Unit $ 0 ( 5 ) 02/10/2025 Common Stock 833 D
Restricted Share Unit $ 0 ( 6 ) 02/10/2026 Common Stock 1,750 D
Restricted Share Unit $ 0 ( 7 ) 12/31/2022 Common Stock 720 D
Restricted Share Unit $ 0 ( 8 ) 12/31/2023 Common Stock 1,670 D
Restricted Share Unit $ 0 ( 9 ) 12/31/2024 Common Stock 2,625 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pollock Natasha
4500 MOUNT PLEASANT ST. NW
NORTH CANTON, OH44720
VP - Human Resources
Signatures
/s/ Natasha Pollock 08/04/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person disclaims beneficial ownership of these shares to the extent that they exceed the reporting person's pecuniary interest. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.
( 2 )Remaining options from February 12, 2019 grant of 1,900 options that became exercisable in annual 25% increments from the date of grant.
( 3 )Remaining restricted share units from February 12, 2019 grant of 290 time-based restricted share units that vest 25% per year.
( 4 )Remaining restricted share units from February 10, 2020 grant of 480 time-based restricted share units that vest 25% per year.
( 5 )Remaining restricted share units from February 10, 2021 grant of 1,110 time-based restricted share units that vest 25% per year.
( 6 )February 12, 2022 grant of 1,750 time-based restricted share units that vest 25% per year.
( 7 )Performance based restricted share units subject to certain performance criteria between January 1, 2020 and December 31, 2022.
( 8 )Performance based restricted share units subject to certain performance criteria between January 1, 2021 and December 31, 2023.
( 9 )Performance based restricted share units subject to certain performance criteria between January 1, 2022 and December 31, 2024.

Remarks:
Exhibit 24 - Power of Attorney

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collectio n of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.