SEC FORM 4

SEC Form 4

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^*

RANKIN ALFRED M ET AL

(Last)

(First)

(Middle)

NACCO INDUSTRIES, INC.

5875 LANDERBROOK DRIVE, STE. 300

(Street)

CLEVELAND

44124

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NACCO INDUSTRIES INC [ NC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
	CEO		Group Member

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/10/2009		J⁽²⁾	V	4,800	D	$0	23,200	I	AMR - Trust3 (Grandchildren)⁽¹⁾
Class A Common Stock	05/04/2009		J⁽⁴⁾	V	2,000	D	$0	0	I	AMR - Trust4 (Charities)⁽³⁾
Class A Common Stock	05/04/2009		J⁽⁴⁾		400	A	$0	27,008	I	AMR - Trust2 (SR)⁽⁵⁾
Class A Common Stock	09/19/2009		J⁽⁸⁾	V	1,214	D	$0	0	I	CTR 2009A GRAT/Trust⁽⁶⁾
Class A Common Stock	09/19/2009		J⁽⁸⁾	V	1,214	A	$0	1,214	I	CTR - Trust⁽⁷⁾
Class A Common Stock	09/19/2009		J⁽⁸⁾	V	16,224	D	$0	0	I	BTR 2009A GRAT/RAII⁽¹⁰⁾
Class A Common Stock	09/19/2009		J⁽⁸⁾	V	16,224	A	$0	28,073	I	BTR - RAII⁽¹¹⁾
Class A Common Stock	09/19/2009		J⁽⁸⁾	V	5,401	D	$0	0	I	AMR 2009A GRAT/RAII⁽¹²⁾
Class A Common Stock	09/19/2009		J⁽⁸⁾	V	5,401	A	$0	15,945	I	AMR - RAII⁽¹³⁾
Class A Common Stock	11/23/2009		J⁽¹⁷⁾	V	7,000	A	$0	8,214	I	CTR - Trust⁽⁷⁾
Class A Common Stock	11/25/2009		G	V	4,110	D	$0	23,963	I	BTR - RAII⁽¹¹⁾
Class A Common Stock	11/25/2009		G	V	240	A	$0	563	I	BTR - Class A Trust
Class A Common Stock	11/25/2009		G	V	7,920	D	$0	294	I	CTR - Trust⁽⁷⁾
Class A Common Stock	11/25/2009		G	V	6,568	D	$0	9,377	I	AMR - RAII⁽¹³⁾
Class A Common Stock	11/25/2009		G	V	821	A	$0	8,498	I	HRB - RAII⁽¹⁸⁾
Class A Common Stock	11/25/2009		G	V	240	A	$0	127,870	I	AMR - Trust - A⁽¹⁶⁾
Class A Common Stock	11/25/2009		G	V	240	A	$0	21,006	I	VGR - Trust⁽¹⁹⁾
Class A Common Stock	11/25/2009		G	V	240	A	$0	39,162	I	HRB - Trust⁽²⁰⁾
Class A Common Stock	11/25/2009		G	V	411	A	$0	8,909	I	HRB - RAII⁽¹⁸⁾
Class A Common Stock	11/26/2009		J⁽²³⁾	V	7,042	D	$0	22,958	I	BTR-2010GRAT - RAII
Class A Common Stock	11/26/2009		J⁽²³⁾	V	7,042	A	$0	31,005	I	BTR - RAII⁽¹¹⁾
Class A Common Stock	01/29/2010		A⁽²⁴⁾		24,200	A	$0	152,070	I	AMR - Trust - A⁽¹⁶⁾
Class A Common Stock								14,000	I	AMR - IRA⁽²⁵⁾
Class A Common Stock								22,385	I	AMR - RAIV⁽²⁶⁾
Class A Common Stock								1,975	I	AMR - RMI (Delaware)⁽²⁷⁾
Class A Common Stock								6	I	AMR RAIV GP
Class A Common Stock								30,000	I	AMR/Trust (Unitrust)⁽²⁸⁾
Class A Common Stock								15,705	I	BTR - RAIV⁽²⁹⁾
Class A Common Stock								2,116	I	VGR - RAII⁽³⁰⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	$0⁽⁹⁾	09/19/2009		J⁽⁸⁾	V		7,000	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	7,000	$0	0	I	CTR 2009B GRAT⁽⁶⁾
Class B Common Stock	⁽⁹⁾	09/19/2009		J⁽⁸⁾	V	7,000		⁽⁹⁾	⁽⁹⁾	Class A Common Stock	7,000	$0	7,000	I	CTR Main Trust (B)⁽⁹⁾
Class B Common Stock	⁽⁹⁾	09/19/2009		J⁽⁸⁾	V		33,141	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	33,141	$0	66,859	I	Grat2010B - RAI
Class B Common Stock	⁽⁹⁾	09/19/2009		J⁽⁸⁾	V	33,141		⁽⁹⁾	⁽⁹⁾	Class A Common Stock	33,141	$0	53,238	I	AMR-RAI/B⁽¹⁴⁾
Class B Common Stock	$0⁽⁹⁾	09/19/2009		J⁽⁸⁾	V		12,870	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	12,870	$0	0	I	AMR 2009B GRAT/Trust⁽¹⁵⁾
Class B Common Stock	⁽⁹⁾	09/19/2009		J⁽⁸⁾	V	12,870		⁽⁹⁾	⁽⁹⁾	Class A Common Stock	12,870	$0	56,052	I	AMR - Trust - B⁽¹⁶⁾
Class B Common Stock	⁽⁹⁾	11/23/2009		J⁽¹⁷⁾	V		7,000	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	7,000	$0	0	I	CTR Main Trust (B)⁽⁹⁾
Class B Common Stock	⁽⁹⁾	11/23/2009		J⁽¹⁷⁾	V	7,000		⁽⁹⁾	⁽⁹⁾	Class A Common Stock	7,000	$0	63,052	I	AMR - Trust - B⁽¹⁶⁾
Class B Common Stock	$0⁽⁹⁾	11/25/2009		J⁽²²⁾	V		33,141	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	33,141	$0	0	I	AMR 2009B GRAT/RAI⁽²¹⁾
Class B Common Stock	⁽⁹⁾	11/25/2009		J⁽²²⁾	V	33,141		⁽⁹⁾	⁽⁹⁾	Class A Common Stock	33,141	$0	100,000	I	Grat2010B - RAI
Class B Common Stock	⁽⁹⁾	11/26/2009		J⁽⁸⁾	V		23,387	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	23,387	$0	76,613	I	Grat2010B - RAI
Class B Common Stock	⁽⁹⁾	11/26/2009		J⁽⁸⁾	V	23,387		⁽⁹⁾	⁽⁹⁾	Class A Common Stock	23,387	$0	76,625	I	AMR-RAI/B⁽¹⁴⁾
Class B Common Stock	$0⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Class A Common Stock	62,671		62,671	I	AMR - RAIV⁽²⁶⁾
Class B Common Stock	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Class A Common Stock	19		19	I	AMR RAIV - GP
Class B Common Stock	$0⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Class A Common Stock	43,969		43,969	I	BTR - RAIV⁽²⁹⁾
Class B Common Stock	$0⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Class A Common Stock	113,198		113,198	I	BTR RAI/B⁽³¹⁾

Explanation of Responses:

1. Reporting Person serves as Trustee of Trusts for the benefit of each of grantor's grandchildren. Each trust owns 4,800 shares. Reporting Person disclaims beneficial ownership of all such shares.

2. Shares transferred from the Clara T. Rankin Irrevocable Trust f/b Grandchildren u/a/d 12/28/76 of which Reporting Person is Trustee, into the recipient's personal account. Recipient became entitled to the outright distribution of the principal of the trust when he/she turned 30 years old.

3. Reporting Person 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.------

4. Shares of Class A Common Stock distributed from the Clara T Rankin 20 Year Unitrust per the terms of the trust agreement.

5. Reporting Person serves as Trustee of Trusts for the benefit of the Estate of Alfred M. Rankin. Reporting Person disclaims bene ficial ownership of all such shares.

6. Represents shares which are held in a qualified annuity interest trust for the benefit of Clara LT Rankin. Reporting Person disclaims all such shares.

7. Reporting Person serves as Trustee of a Trust for the benefit of the Clara L.T. Rankin. Reporting Person disclaims beneficial ow nershp of all such shares.

8. Shares transferred out of GRAT into Main Trust per the terms of the GRAT.

9. N/A

10. Represents the proportionate limited partnership interest in shares held by Rankin Associates II, L.P., which is held in a qualified annuity interest trust for the benefit of Bruce Rankin. Reporting Person disclaims beneficial ownership of all such shares.

11. Represents the proportionate limited partnership interest in shares held by Rankin Associates II, L.P., which is held in a trust for the benefit of Bruce T. Rankin. Reporting Person serves as the Trustee of the Trust. Reporting Person disclaims beneficial ownership of all such shares.

12. Represents the proportionate limited partnership interest in shares held by Rankin Associates I, L.P., which is held in a qualified annuity interest trust for the benefit of Reporting Person.

13. Represents the Reporting Person's proportionate limited partnership interest in shares held by Rankin Associates II, L.P.

14. Represents the proportionate limited partnership interest in shares held by Rankin Associates I, L.P., which is held in a qualified annuity interest trust for the benefit of Reporting Person.

15. Represents shares which are held in a qualified annuity interest trust for the benefit of Reporting Person.

16. Reporting Person serves as Trustee of a Trust for the benefit of the Alfred M. Rankin, Jr.

17. Reporting Person exchanged shares of Class A Common Stock for like amount of Class B Common Stock with another member of the group.

18. Represents the Reporting Person's daughter's proportionate limited partnership interest in shares held by Rankin Associate II, L.P., which is held in a trust for the benefit of the daughter. Reporting Person is the co-trustee of the Trust. Reporting Person disclaims beneficial ownership of all such shares.

19. Reporting Person's spouse serves as Trustee of a Trust for the benefit of Victoire G. Rankin. Reporting Person disclaims benefic ial ownership of all such shares.

20. Reporting Person serves as Trustee for a Trust held for the Benefit of Reporting Person's daughter. Reporting Person disclaims beneficial ownership of all such shares.

21. Represents the Reporting Person's proportionate limited partnership interest in shares held by Rankin Associates I, L.P.

22. Transfer of shares into GRAT.

23. Reporting Person transferred shares of Class A Common Stock between main trust and GRAT.

24. Shares of Class A Common Stock awarded to the Reporting Person under the Company's Executive Long-Term Incentive Compensation Plan.

25. Held in an Individual Retirement Account for the benefit of the Reporting Person.

26. Represents Reporting Person's Proportionate limited partnership interest in shares held by Rankin Associates IV, L.P.

27. Represents the Reporting Person's proportionate limited partnership interest in shares of Rankin Associates II, L.P. held by Rankin Management, Inc. ("RMI"), as general partner.

28. Reporting Person serves as Trustee of the Clara T. Rankin Remainder Unitrust#2 u/a/d 1/5/77. Reporting Person disclaims benefic ial ownership of all such shares.

29. (BTR RAIV) Represents the proportionate limited partnership interest in shares held by Rankin Associates IV, L.P., which is held in a trust for the benefit of Bruce T. Rankin. Reporting Person serves as the Trustee of the Trust. Reporting Person disclaims beneficial ownership of all such shares.

30. 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.

31. Represents the proportionate limited partnership interest in shares held by Rankin Associates I, L.P., which is held is a trust for the benefit of Bruce T. Rankin. Reporting Person 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/ Suzanne S. Taylor, attorney-in-fact	02/02/2010
	** 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).
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