TIMKEN CO — Director's Dealing 2015

Feb 17, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TIMKEN CO (TKR)
CIK: 0000098362
Period of Report: 2015-02-12

Reporting Person: Mihaila John Theodore (Sr VP and Controller)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-12	Employee Stock Option (right to buy)	$41.79	A	6975	Acquired	2025-02-12	Common Stock (6975.0)	Direct
2015-02-12	Restricted Share Unit	$0.0	A	3225	Acquired	2017-12-31	Common Stock (3225.0)	Direct
2015-02-12	Restricted Share Unit	$0.0	A	1300	Acquired	2019-02-12	Common Stock (1300.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8212	Direct
Common Stock	13218	Indirect

Footnotes

F1: The option will become exercisable in annual 25 percent increments beginning on February 12, 2016.

F2: Performance based restricted stock units subject to certain performance criteria between January 1, 2015 and December 31, 2017.

F3: Grant of 1,300 restricted stock units that vest 25% per year.