SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

RANKIN ROGER F

(Last)

(First)

(Middle)

NACCO INDUSTRIES, INC.

5875 LANDERBROOK DRIVE., STE. 300

(Street)

MAYFIELD HEIGHTS

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)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of a group

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2012

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	09/13/2012		G	119	A	$0	75,628	I	By Trust⁽¹⁾
Class A Common Stock	09/13/2012		G	378	A	$0	17,063	I	By Assoc II/Daughter 1⁽²⁾
Class A Common Stock	09/13/2012		G	378	D	$0	34,247	I	By Assoc II⁽³⁾
Class A Common Stock	09/13/2012		G	378	D	$0	33,869	I	By Assoc II⁽³⁾
Class A Common Stock	09/13/2012		G	378	A	$0	18,951	I	By Assoc II/Daughter 2⁽²⁾
Class A Common Stock	09/13/2012		G	189	A	$0	17,252	I	By Assoc II/Daughter 1⁽²⁾
Class A Common Stock	09/13/2012		G	189	A	$0	19,140	I	By Assoc II/Daughter 2⁽²⁾
Class A Common Stock							2,116	I	By Assoc II/Spouse⁽⁴⁾
Class A Common Stock							3,123	I	By Spouse/Trust⁽⁵⁾
Class A Common Stock							2,051	I	By Trust (Daughter 2)⁽⁶⁾
Class A Common Stock							3,938	I	By Trust (Daughter 1)⁽⁶⁾
Class A Common Stock							6	I	By GP⁽⁷⁾
Class A Common Stock							22,385	I	By RA4⁽⁸⁾
Class A Common Stock							1,975	I	By RMI (Delaware)⁽⁹⁾

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)	4. Transaction Code (Instr. 8)	(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	⁽¹⁰⁾	12/31/2012		G	5,143		⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	5,143	$0	5,143	I	Reporting person serves as trustee of BTR 2012 GST Trust for the benefit of Anne F. Rankin
Class B Common Stock	⁽¹⁰⁾	12/31/2012		G	5,143		⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	5,143	$0	5,143	I	Reporting person serves as trustee of BTR 2012 GST Trust for the benefit of Elisabeth M. Rankin
Class B Common Stock	⁽¹⁰⁾	06/22/2012		G	75,504		⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	75,504	$0	75,504	I	by RAI (B)
Class B Common Stock	$0⁽¹⁰⁾	06/22/2012		G		75,504	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	75,504	$0	4,808	I	By Assoc I⁽¹¹⁾

Explanation of Responses:

1. Reporting Person serves as Trustee of a Trust for the benefit of Roger F. Rankin.

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

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

4. 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.

5. Reporting Person's spouse serves as Trustee of a Trust for the benefit of Alison Rankin. Reporting Person disclaims beneficial ownership of all such shares.

6. Held by Trust, Reporting Person's Spouse is Co-Trustee for the benefit of Reporting Person's daughter. Reporting Person disclaims beneficial ownership of all such shares.

7. GP. Represents Reporting Person's proportionate limited partnership interest in shares of Rankin Associates IV, L.P. held by the Trust for the benefit of Reporting Person, as general partner.

8. (RAIV) Represents the Reporting Person's proportionate limited partnership interest in shares held by Rankin Associates IV, L.P.

9. Represents the Reporting Person's proportionate interest in shares held by Rankin Management, Inc. ("RMI).

10. N/A

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

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	01/14/2013
	** 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.