TIMKEN CO — Director's Dealing 2012

Feb 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TIMKEN CO (TKR)
CIK: 0000098362
Period of Report: 2012-02-10

Reporting Person: TIMKEN WARD J JR (Director, Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-22	Common Stock	M	27000	$25.21	Acquired	254597	Direct
2012-02-22	Common Stock	F	18625	$53.28	Disposed	235972	Direct
2012-02-22	Common Stock	M	41150	$14.74	Acquired	277122	Direct
2012-02-22	Common Stock	F	23624	$53.28	Disposed	253498	Direct
2012-02-10	Common Stock	G	500	—	Acquired	12455	Indirect
2012-02-10	Common Stock	G	500	—	Acquired	11755	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-22	Nonqualified Stock Option (Right to Buy)	$25.21	M	27000	Disposed	2015-01-31	Common Stock (27000)	Direct
2012-02-22	Nonqualified Stock Option (Right to Buy)	$14.74	M	41150	Disposed	2019-02-02	Common Stock (41150)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	67049	Indirect
Common Stock	17408	Indirect
Common Stock	2810	Indirect
Common Stock	53000	Indirect
Common Stock	6000	Indirect

Footnotes

F1: By self as sole manager of the WJ Timken Jr Family, LLC. Members of the LLC include the reporting person, immediate family members and trusts for the benefit of immediate family members.

F2: DISCLAIMER: Undersigned disclaims all beneficial ownership

F3: By self as Co-Trustee and beneficiary of the Ward J. Timken Trust FBO Ward J. Timken, Jr.

F4: By self as Co-Trustee of the Ward J. Timken Trust FBO Grandchildren

F5: Nonqualified stock option with limited transferability granted pursuant to The Timken Company Long-Term Incentive Plan. Option becomes exercisable in annual 25 percent increments beginning Jan 31, 2006, the 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.

F6: Nonqualified stock option with limited transferability granted pursuant to The Timken Company Long-Term Incentive Plan. Option becomes exercisable in annual 25 percent increments beginning February 2, 2010, the 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.