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Form 3 TIMKEN CO For: Nov 01 Filed by: Chadwick Shelly Marie

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November 1, 2016 7:54 AM EDT
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person *
Chadwick Shelly Marie
(Last) (First) (Middle)
4500 MT. PLEASANT ST. NW
(Street)
NORTH CANTON OH 44720
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/01/2016 		3. Issuer Name and Ticker or Trading Symbol
TIMKEN CO [ TKR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Accounting Officer
 5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock (Restricted) 3,120 (1)
D
 
Common Stock 942
I
401 (k)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) 02/09/2013 (2) 02/09/2022 Common Stock 1,600 37.31 D  
Employee Stock Option (right to buy) 02/07/2014 (2) 02/07/2023 Common Stock 1,600 40.56 D  
Employee Stock Option (right to buy) 02/13/2015 (2) 02/13/2024 Common Stock 1,880 41.15 D  
Employee Stock Option (right to buy) 02/12/2016 (2) 02/12/2025 Common Stock 3,140 41.79 D  
Employee Stock Option (right to buy) 02/11/2017 (2) 02/11/2026 Common Stock 4,740 27.75 D  
Common Stock (Restricted)   (3) 12/31/2017 Common Stock 1,320 0 D  
Common Stock (Restricted)   (4) 12/31/2018 Common Stock 1,850 0 D  
Common Stock (Restricted)   (5) 02/12/2019 Common Stock 398 0 D  
Common Stock (Restricted)   (6) 02/11/2020 Common Stock 740 0 D  
Explanation of Responses:
1. Includes: (a) February 9, 2012 grant of 2,000 restricted shares, subject to forfeiture under certain circumstances, that vest 100% on February 9, 2017 and (b) February 13, 2014 grant of 1,120 restricted shares, subject to forfeiture under certain circumstances, that vest 100% on February 13, 2017.
2. The options became exercisable in annual 25 percent increments from the date of grant.
3. Performance based restricted stock units subject to certain performance criteria between January 1, 2015 and December 31, 2017.
4. Performance based restricted stock units subject to certain performance criteria between January 1, 2016 and December 31, 2018.
5. Remaining restricted stock units from February 12, 2015 grant of 530 time based restricted stock units that vest 25% per year.
6. February 11, 2016 grant of time based restricted stock units that vest 25% per year.
/s/ Shelly M. Chadwick 11/01/2016
** 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.
POWER OF ATTORNEY


I, Shelly M. Chadwick, an officer of The Timken Company, hereby constitute and appoint William R. Burkhart and Hansal N. Patel, each of them, my true and lawful attorney or attorneys-in-fact, with full power of substitution and re-substitution, for me and in my name, place and stead, to sign on my behalf any Forms 3, 4, 5 or 144 required pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, and to sign any and all amendments to such Forms 3, 4, 5 or 144, and to file the same with the Securities and Exchange Commission, granting unto said attorney or attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing whatsoever that any of said attorney or attorneys-in-fact or any of them or their substitutes, may deem necessary or desirable, in his/her or their sole discretion, with any such act or thing being hereby ratified and approved in all respects without any further act or deed whatsoever.


Executed this 10th day of October, 2016 by the undersigned.



                                /s/ Shelly M. Chadwick
                                Shelly M. Chadwick

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