TIMKEN CO — Director's Dealing 2014

Feb 18, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TIMKEN CO (TKR)
CIK: 0000098362
Period of Report: 2014-02-13

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-13	Employee Stock Option (right to buy)	$57.10	A	92000	Acquired	2024-02-13	Common Stock (92000)	Direct
2014-02-13	Restricted Share Unit	$0	A	24900	Acquired	2017-02-13	Common Stock (24900)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	169055	Direct
Common Stock	200000	Indirect
Common Stock	18162	Indirect
Common Stock	2810	Indirect
Common Stock	12855	Indirect
Common Stock	12155	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: The option will become exercisable in annual 25 percent increments beginning on February 13, 2015.

F6: Grant of Restricted Share Units that vest 100 percent on February 13, 2017