NACCO INDUSTRIES INC — Director's Dealing 2012

Feb 9, 2012

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: NACCO INDUSTRIES INC (NC)
CIK: 0000789933
Period of Report: 2011-12-31

Reporting Person: RANKIN VICTOIRE G (Member of a Group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-02	Class A Common Stock	G	1920	—	Disposed	31269	Indirect
2011-05-02	Class A Common Stock	G	3080	—	Disposed	2265	Indirect
2011-05-24	Class A Common Stock	J	1600	—	Disposed	20000	Indirect
2011-05-24	Class A Common Stock	J	3200	—	Disposed	18400	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	50000	Indirect
Class A Common Stock	30000	Indirect
Class A Common Stock	14160	Indirect
Class A Common Stock	144911	Indirect
Class A Common Stock	22385	Indirect
Class A Common Stock	1975	Indirect
Class A Common Stock	6	Indirect
Class A Common Stock	15705	Indirect
Class A Common Stock	621	Indirect
Class A Common Stock	27008	Indirect
Class A Common Stock	2116	Indirect
Class A Common Stock	21006	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$0		Class A Common Stock (42254)	42254	Indirect
Class B Common Stock	$0		Class A Common Stock (62671)	62671	Indirect
Class B Common Stock	$0		Class A Common Stock (100000)	100000	Indirect
Class B Common Stock	$		Class A Common Stock (13052)	13052	Indirect
Class B Common Stock	$		Class A Common Stock (19)	19	Indirect
Class B Common Stock	$0		Class A Common Stock (43969)	43969	Indirect
Class B Common Stock	$0		Class A Common Stock (113198)	113198	Indirect

Footnotes

F1: Reporting Person's spouse serves as Trustee of Trusts for the benefit of each of grantor's grandchildren. Reporting Person disclaims beneficial onwership of all such shares.

F2: Shares transferred from the Clara T. Rankin Irrevocable Trust f/b Grandchildren u/a/d 12/28/76 of which Reporting Person's Spouse is Trustee, into the recipient's personal account. Recipient became entitled to the outright distribution of the principal of the trust when he turned 30 years old.

F3: GRAT2011-Reporting Person's spouse serves as Trustee of the Alfred M. Rankin, Jr. 2011 Grantor Retained Annuity Trust.

F4: Reporting Person's spouse serves as Trustee of the Clara T. Rankin Remainder Unitrust#2 u/a/d 1/5/77. Reporting Person disclaim
s beneficial ownership of all such shares.

F5: Held in an Individual Retirement Account for the benefit of the Reporting Person's spouse. Reporting Person disclaims beneficial
ownership of all such shares.

F6: Reporting Person's spouse serves as Trustee of a Trust for the benefit of Alfred M. Rankin, Jr. Reporting Person disclaims beneficial ownership of all such shares.

F7: Represents the proportionate limited partnership interest in shares held by Rankin Associates IV, L.P. Reporting Person's spouse serves as the Trustee of the Trust which is held for the benefit of Clara LT Rankin. Reporting person disclaims beneficial ownership of all such shares.

F8: Represents the Reporting Person's spouse's proportionate interest in shares held by Rankin Management, Inc. ("RMI"). Reporting P
erson disclaims beneficial ownership of all such shares.

F9: BTR RA4-Represents the proportionate limited partnership interest in shares held by Rankin Associates IV, L.P. Reporting Person's spouse serves as the Trustee of the Trust which is held for the benefit of Bruce T Rankin. Reporting person disclaims beneficial ownership of all such shares.

F10: Reporting Person's spouse serves as Trustee of Trusts for the benefit of the Estate of Alfred M. Rankin, Sr. Reporting Person d
isclaims beneficial ownership of all such shares.

F11: Represents the Reporting Person's proportionate limited partnership interest in shares held by Rankin Associates II, L.P.

F12: Reporting Person serves as Trustee of a Trust for the benefit of Victoire G. Rankin.

F13: N/A

F14: Represents Reporting Person's spouse's proportionate limited partnership interest in shares held by Rankin Associates I, L.P. R
eporting Person disclaims beneficial ownership of all such shares.

F15: represents the Reporting Person's spouse's proportionately limited partnership interest in shares held by Rankin Associates IV, L.P. Reporting Person disclaims any beneficial ownership.

F16: Reporting Person's spouse serves as Trustee of a Trust for the benefit of Alfred M. Rankin, Jr. Reporting Person disclaims bene
ficial ownership of all such shares.

F17: Represents the proportionate limited partnership interest in shares held by Rankin Associates I, L.P., which is held in a trust for the benefit of Bruce T. Rankin. Reporting Person's spouse serves as the Trustee of the Trust. Reporting Person disclaims beneficial ownership of all such shares.