NACCO INDUSTRIES INC — Director's Dealing 2012

Feb 13, 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 CLAIBORNE R (NMHG Dir and Group Member)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-02	Class A Common Stock	G	961	—	Disposed	40028	Indirect
2011-05-02	Class A Common Stock	G	192	—	Acquired	12571	Indirect
2011-05-02	Class A Common Stock	G	192	—	Acquired	12763	Indirect
2011-05-02	Class A Common Stock	G	192	—	Acquired	9571	Indirect
2011-05-02	Class A Common Stock	G	192	—	Acquired	9763	Indirect
2011-05-24	Class A Common Stock	J	1600	—	Acquired	7327	Indirect
2011-05-24	Class A Common Stock	J	3200	—	Acquired	10527	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	2116	Indirect
Class A Common Stock	4783	Indirect
Class A Common Stock	6	Indirect
Class A Common Stock	22385	Indirect
Class A Common Stock	1975	Indirect
Class A Common Stock	29322	Indirect
Class A Common Stock	5772	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$0		Class A Common Stock (19)	19	Indirect
Class B Common Stock	$0		Class A Common Stock (62670)	62670	Indirect
Class B Common Stock	$0		Class A Common Stock (70312)	70312	Indirect
Class B Common Stock	$0		Class A Common Stock (97312)	97312	Indirect

Footnotes

F1: Represents the Reporting Person's proportionate limited partnership interests in shares held by Rankin Associates II, L.P.-------

F2: Represents the Reporting Person's child's proportionate limited partnership interest in shares held by Rankin Associates II, L.P., which is held in a trust for the benefit of the child. Reporting Person is the co-trustee of the Trust. Reporting Person disclaims beneficial ownership of all such shares.

F3: Held by Trust, Reporting Person is Co-Trustee for the benefit of Reporting Person's child. Reporting Person disclaims beneficial ownership of all such shares.

F4: Shares transferred from the Clara T. Rankin Irrevocable Trust f/b Grandchildren u/a/d 12/28/76. Reporting Person's child received the distribution per the terms of the Trust.

F5: Represents the Reporting Person's spouse's proportionate limited partnership interest in shares held by Rankin Associates II, L.P
.. Reporting Person disclaims beneficial ownership of all such shares.

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

F7: GP. Represents the Reporting Person's proportionate limited partnership interest in shares of Rankin Associates, IV, L.P. held by the Trust for the benefit of Reporting Person, as general partner.

F8: RA4. Represents the Reporting Person's proportionate limited partnership interest in shares held by Rankin Associates IV, L.P.

F9: Represents the Reporting Person's proportionate interest in shares held by Rankin Management, Inc. ("RMI").

F10: Reporting Person serves as Trustee of a Trust for the benefit of Claiborne R. Rankin.

F11: N/A

F12: Represents the Reporting Person's proportionate limited partnership interest in shares held by Rankin Associates I, L.P.--------