FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NACCO INDUSTRIES INC [ NC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/13/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 02/14/2013 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 09/13/2012 | G(1) | V | 595 | D | (2) | 35 | I | CTR - Trust (A)(1) | |
Class A Common Stock | 02/08/2013 | J(3) | V | 37,354 | D | (2) | 0 | I | By Spouse/GRAT2011(4) | |
Class A Common Stock | 02/08/2013 | J(3) | V | 37,354 | A | (2) | 165,485 | I | AMR - Main Trust - A(5) | |
Class A Common Stock | 02/13/2013 | A(6) | 60,985 | A | $0 | 226,470 | I | AMR - Main Trust - A(5) | ||
Class A Common Stock | 30,000 | I | By Spouse/GRAT2012(7) | |||||||
Class A Common Stock | 29,370 | I | AMR - (Unitrust)(8) | |||||||
Class A Common Stock | 14,160 | I | AMR - IRA(9) | |||||||
Class A Common Stock | 753 | I | AMR - RAII(10) | |||||||
Class A Common Stock | 369 | I | AMR - RAIV(11) | |||||||
Class A Common Stock | 1,975 | I | AMR - RMI (Delaware)(12) | |||||||
Class A Common Stock | 18,400 | I | AMR - Trust3 (GC)(13) | |||||||
Class A Common Stock | 6 | I | AMR-RAIV-GP | |||||||
Class A Common Stock | 29,379 | I | BTR - RAII(14) | |||||||
Class A Common Stock | 15,705 | I | BTR - RAIV(15) | |||||||
Class A Common Stock | 740 | I | BTR-Class A Trust(16) | |||||||
Class A Common Stock | 27,008 | I | By Spouse/Trust 2 (Sr.)(17) | |||||||
Class A Common Stock | 2,116 | I | VGR - RAII(18) | |||||||
Class A Common Stock | 21,006 | I | VGR - Trust(19) | |||||||
Class A Common Stock | 0 | I | AMR - Trust4 (Charities)(20) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock | $0 | 02/08/2013 | J(3) | V | 12,068 | (2) | (2) | Class A Common Stock | 12,068 | $0 | 0 | I | By Spouse/(B)GRAT2011(4) | ||
Class B Common Stock | $0(2) | 02/08/2013 | J(3) | V | 12,068 | (2) | (2) | Class A Common Stock | 12,068 | $0 | 14,322 | I | AMR - RAI (B)(21) | ||
Class B Common Stock | $0 | 02/08/2013 | G(4) | V | 18,966 | (2) | (2) | Class A Common Stock | 18,966 | (2) | 31,034 | I | By Spouse/(B)GRAT2011(4) | ||
Class B Common Stock | $0 | 02/08/2013 | G(4) | V | 18,966 | (2) | (2) | Class A Common Stock | 18,966 | (2) | 12,068 | I | By Spouse/(B)GRAT2011(4) | ||
Class B Common Stock | (2) | (2) | (2) | Class A Common Stock | 60,000 | 60,000 | I | By Spouse/GRAT2012(7) | |||||||
Class B Common Stock | $0(2) | (2) | (2) | Class A Common Stock | 1,035 | 1,035 | I | AMR - RAIV (B)(22) | |||||||
Class B Common Stock | (2) | (2) | (2) | Class A Common Stock | 3,052 | 3,052 | I | AMR Trust-B(23) | |||||||
Class B Common Stock | (2) | (2) | (2) | Class A Common Stock | 19 | 19 | I | AMR-RAIV-GP(24) | |||||||
Class B Common Stock | $0(2) | (2) | (2) | Class A Common Stock | 43,969 | 43,969 | I | BTR - BTrust - RAIV(15) | |||||||
Class B Common Stock | $0(2) | (2) | (2) | Class A Common Stock | 61,768 | 61,768 | I | BTR - RAI (B)(25) | |||||||
Class B Common Stock | (2) | (2) | (2) | Class A Common Stock | 5,143 | 5,143 | I | Reporting Person's spouse serves as trustee of BTR 2012 GST for the benefit of Clara Williams | |||||||
Class B Common Stock | (2) | (2) | (2) | Class A Common Stock | 5,143 | 5,143 | I | Reporting Person's spouse serves as trustee of BTR 2012 GST for the benefit of Helen Butler |
Explanation of Responses: |
1. Reporting Person's Spouse serves as Trustee of a Trust for the benefit of the Clara L.T. Rankin. Reporting Person disclaims bene ficial ownershp of all such shares . |
2. N/A |
3. Shares transferred from Reporting Person's spouse's GRAT into his Main Trust per the terms of the GRAT. |
4. GRAT2011-Reporting Person's spouse serves as Trustee of the Alfred M. Rankin, Jr. 2011 Grantor Retained Annuity Trust. |
5. Reporting Person's spouse serves as Trustee of a Trust for the benefit of Alfred M. Rankin, Jr. Reporting Person disclaims beneficial ownership of all such shares. |
6. Shares of Class A Common Stock awarded to the Reporting Person's spouse under the Company's Executive Long-Term Incentive Compens ation Plan. |
7. GRAT2012-Reporting Person's spouse serves as Trustee of the Alfred M. Rankin, Jr. 2012 Grantor Retained Annuity Trust. |
8. Reporting Person's spouse serves as Trustee of the Clara T. Rankin Remainder Unitrust#2 u/a/d 1/5/77. Reporting Person disclaim s beneficial ownership of all such shares. |
9. Held in an Individual Retirement Account for the benefit of the Reporting Person's spouse. Reporting Person disclaims beneficial ownership of all such shares. |
10. Represents the Reporting Person's spouse's proportionate limited partnership interest in shares held by Rankin Associates II, L.P . Reporting Person disclaims beneficial ownership of all such shares. |
11. Represents the proportionate limited partnership interest in shares held by Rankin Associates IV, L.P. Reporting Person's spouse serves as the Trustee of the Trust which is held for the benefit of Clara LT Rankin. Reporting person disclaims beneficial ownership of all such shares. |
12. Represents the Reporting Person's spouse's proportionate interest in shares held by Rankin Management, Inc. ("RMI"). Reporting P erson disclaims beneficial ownership of all such shares. |
13. Reporting Person's spouse serves as Trustee of Trusts for the benefit of each of grantor's grandchildren. Reporting Person disclaims beneficial onwership of all such shares. |
14. BTR RA2-Represents the proportionate limited partnership interest in shares held by Rankin Associates II, L.P. Reporting Person's spouse serves as the Trustee of the Trust which is held for the benefit of Bruce T Rankin. Reporting person disclaims beneficial ownership of all such shares. |
15. BTR RA4-Represents the proportionate limited partnership interest in shares held by Rankin Associates IV, L.P. Reporting Person's spouse serves as the Trustee of the Trust which is held for the benefit of Bruce T Rankin. Reporting person disclaims beneficial ownership of all such shares. |
16. Reporting Person's spouse serves as Trustee of Trusts for the benefit of Bruce T Rankin. Reporting Person disclaims beneficial ownership of all such shares. |
17. Reporting Person's spouse serves as Trustee of Trusts for the benefit of the Estate of Alfred M. Rankin, Sr. Reporting Person d isclaims beneficial ownership of all such shares. |
18. Represents the Reporting Person's proportionate limited partnership interest in shares held by Rankin Associates II, L.P. |
19. Reporting Person serves as Trustee of a Trust for the benefit of Victoire G. Rankin. |
20. Reporting Person's spouse serves as Trustee of Irrevocable Trust u/a/d 9/22/88, for the Benefit of Charities for a term of 20 years and then to grantor's grandchildren. Reporting Person disclaims beneficial ownership of all such shares. |
21. Represents Reporting Person's spouse's proportionate limited partnership interest in shares held by Rankin Associates I, L.P. R eporting Person disclaims beneficial ownership of all such shares. |
22. represents the Reporting Person's spouse's proportionately limited partnership interest in shares held by Rankin Associates IV, L.P. Reporting Person disclaims any beneficial ownership. |
23. Reporting Person's spouse serves as Trustee of a Trust for the benefit of Alfred M. Rankin, Jr. Reporting Person disclaims bene ficial ownership of all such shares. |
24. Represents Reporting Person's spouse's proportionate limited partnership interest in shares held by Rankin Associates IV. Reporting Person disclaims beneficial ownership of all such shares. |
25. Represents the proportionate limited partnership interest in shares held by Rankin Associates I, L.P., which is held in a trust for the benefit of Bruce T. Rankin. Reporting Person's spouse serves as the Trustee of the Trust. Reporting Person disclaims beneficial ownership of all such shares. |
Remarks: |
"Remark on Insider Relationship" - As a member of a "group" deemed to own more than 10% of an equity security as a result of being a party to a Stockholders' Agreement, dated as of March 15, 1990, beneficially owned by each of the signatories to such agreement (the "Agreement", the Reporting Person disclaims beneficial ownership of any such shares of Stock owned by any other signatory to the Agreement. |
/s/ John D. Neumann, attorney-in-fact | 03/25/2013 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |