TIMKEN CO — Director's Dealing 2002

Dec 18, 2002

4 1 edgar.htm 4 Form 4

| FORM 4 | UNITED STATES SECURITIES
AND EXCHANGE COMMISSION Washington, D.C. 20549 | OMB
APPROVAL |
| --- | --- | --- |
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations
may continue. See Instruction 1(b). | 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
Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response. . .0.5 Filed By Romeo & Dye's Instant Form 4 Filer www.section16.net |

| 1. Name and Address
of Reporting Person* Timken, Jr., John M. | 2. Issuer Name and Ticker or Trading Symbol The Timken Company (TKR) | | 6. Relationship of
Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below) |
| --- | --- | --- | --- |
| (Last)
(First) (Middle) 200 Market Avenue North, Suite 210 | 3. I.R.S. Identification
Number of Reporting Person, if an entity (voluntary) | 4. Statement for Month/Day/Year 12/16/02 | |
| (Street) Canton , OH 44702-1437 | | 5. If Amendment, Date of Original (Month/Day/Year) | 7. 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. Trans- action Date (Month/ Day/ Year) | 3. Trans- action Code (Instr. 8) | | 4. Securities Acquired
(A) or Disposed of (D) (Instr. 3, 4 & 5) | | | 6. Owner- ship 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 | 12/16/02 | G | V | 570 | A | 382,081 | D | |
| Common Stock | | | | | | 10,460 | I | By Spouse (1) |
| Common Stock | 12/16/02 | G | V | 570 | A | 20,630 | I | By Child (1) |
| Common Stock | 12/16/02 | G | V | 570 | A | 20,630 | I | By Child (1) |
| Common Stock | | | | | | 116,000 | I | Beneficiary of Trust (2) |
| Common Stock | | | | | | 200,000 | I | Advisor of Trust (3) |
| Common Stock | | | | | | 56,437 | I | Trustee (4) |
| Common Stock | | | | | | 557,500 | I | Co-Trustee (5) |
| Total | | | | | | 1,363,738 | | |

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). 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

FORM 4 (continued) 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. Conver- sion or Exercise Price of Derivative Security | | 5. Number of Derivative
Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 & 5) | | 6. Date Exercisable and Expiration Date (Month/Day/ Year) | | 7. Title and Amount
of Underlying Securities (Instr. 3 & 4) | | 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I) (Instr. 4) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | Code | V | (A) | (D) | Date Exer-cisable | Expira- tion Date | Title | Amount or Number
of Shares | | |
| Nonqualified Stock Option (Right to Buy) (6) | 15.875 | | | | 4/18/01 | 4/18/10 | Common Stock | 3,000 | 1 | D |
| Nonqualified Stock Option (Right to Buy) (7) | 15.02 | | | | 4/17/02 | 4/17/11 | Common Stock | 3,000 | 1 | D |
| Nonqualified Stock Option (Right to Buy) (8) | 25.40 | | | | 4/16/03 | 4/16/12 | Common Stock | 3,000 | 1 | D |
| Total | | | | | | | | | 3 | |

Explanation of Responses: (1) DISCLAIMER: Undersigned disclaims any beneficial interest (2) Beneficiary of John M. Timken Trust D, FBO John M. Timken, Jr. (3) Advisor for five subtrusts of John M. Timken No.1, Fund A, Marital (4) Trustee for Susan H. Timken Generation Skipping Trust (5) Co-Trustee of Trust U/Will of H.H. Timken, Jr. (6) Nonqualified stock option with limited transferability granted to the reporting person pursuant to The Timken Company Long-Term Incentive Plan. Option becomes fully exercisable beginning on April 18, 2001, 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. (7) Nonqualified stock option with limited transferability granted to the reporting person pursuant to The Timken Company Long-Term Incentive Plan. Option becomes fully exercisable beginning on April 17, 2002, 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. (8) Nonqualified stock option with limited transferability granted to the reporting person pursuant to The Timken Company Long-Term Incentive Plan. Option becomes fully exercisable beginning on April 16, 2003, 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.

By: /s/ John M. Timken, Jr. **Signature of Reporting Person 12/18/02 Date

**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 collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.