TIMKEN CO — Director's Dealing 2015

Feb 24, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TIMKEN CO (TKR)
CIK: 0000098362
Period of Report: 2015-02-20

Reporting Person: TIMKEN WARD J JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-20	Common Stock	M	114000	$22.29	Acquired	281549	Direct
2015-02-20	Common Stock	F	85317	$42.34	Disposed	196232	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-20	Nonqualifed Stock Option (Right to buy)	$22.29	M	114000	Disposed	2016-02-06	Common Stock (114000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	200000	Indirect
Common Stock	18539	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: 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 6, 2007, the anniversary date of the grant. Option becomes fully exercisable upon the occurrence of a change in control of the Company or similar event.