TIMKEN CO — Director's Dealing 2014

Aug 5, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TIMKEN CO (TKR)
CIK: 0000098362
Period of Report: 2014-08-04

Reporting Person: BURKHART WILLIAM R (EVP, GC and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-04	Common Stock (Restricted)	A	10000	—	Acquired	34001	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-04	Performance Based-Restricted Stock Units	$0.0	A	3300	Acquired	2015-12-31	Common Stock (3300.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5013	Indirect

Footnotes

F1: Grant of 10,000 Restricted Shares that vest 100% on August 4, 2019.

F2: Performance based restricted stock subject to certain performance criteria between July 1, 2014 and December 31, 2015.