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TIMKEN CO Director's Dealing 2012

Feb 10, 2012

30986_dirs_2012-02-10_82dcf9e9-44e6-4dd6-8fc5-72ef6665d9d3.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TIMKEN CO (TKR)
CIK: 0000098362
Period of Report: 2012-02-08

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-02-08 Common Stock M 17800 Acquired 231161 Direct
2012-02-08 Common Stock F 1385 $51.35 Disposed 229776 Direct
2012-02-08 Common Stock F 2179 $51.35 Disposed 229776 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-02-08 Performance Rights $ M 17800 Disposed 2015-02-08 Common Stock (17800) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 67049 Indirect
Common Stock 17197 Indirect
Common Stock 2810 Indirect
Common Stock 11955 Indirect
Common Stock 11255.00 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: Reflects the accrual of contingent rights to receive shares of common stock which vest over a four year period under certain specified circumstances.