TIMKEN CO — Director's Dealing 2014

Jul 1, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TimkenSteel Corp (TMST)
CIK: 0001598428
Period of Report: 2014-06-30

Reporting Person: TIMKEN CO (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-30	Common Shares	J	45385221	$0.00	Disposed	0	Direct

Footnotes

F1: In connection with the spinoff (the "Spinoff") of TimkenSteel Corporation (the "Company") by The Timken Company ("Timken"), pursuant to the terms of Section 3.3 of the Separation and Distribution Agreement, dated June 30, 2014, between Timken and the Company (the "Agreement"), Timken effected the Distribution (as defined in the Agreement) on June 30, 2014, and caused to be distributed to each holder of record of Timken common shares as of June 23, 2014, the record date (the "Record Date") for the Distribution, by means of a pro rata dividend of one common share of the Company for every two Timken common shares held of record by such holder as of the record date.

F2: In connection with the Spinoff, on June 29, 2014, the common shares of the Company split and Timken received all common shares of the Company outstanding as of the Record Date for its common shares (10 shares) held as of the Record Date, resulting in Timken's ownership of approximately 45,385,211 additional common shares of the Company.