Edgar Filing: NACCO INDUSTRIES INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BUTLER JOHN C JR

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
__X__ Officer (give title below)	__X__ Other (specify below)
SrVP-Fin Treas & Chief Adm Off / Member of a Group

(Last)

(First)

(Middle)

NACCO INDUSTRIES, INC., 5875 LANDERBROOK DRIVE, STE. 220

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2017

(Street)

MAYFIELD HEIGHTS, OH 44124

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	02/13/2017		A⁽¹⁾		22,096	A	⁽²⁾	67,024	I	By Trust ⁽³⁾
Class A Common Stock	02/13/2017		F⁽⁴⁾		3,386	D	⁽²⁾	63,638	I	By Trust ⁽³⁾
Class A Common Stock								8,048	I	By RAII/Child 1 ⁽⁵⁾
Class A Common Stock								4,083	I	By Trust-Child 1 ⁽⁶⁾
Class A Common Stock								8,204	I	By RAII/Child 2 ⁽⁵⁾
Class A Common Stock								3,927	I	By Trust-Child 2 ⁽⁶⁾
Class A Common Stock								12,303	I	By RAII/Spouse ⁽⁷⁾
Class A Common Stock								9,628	I	to spouse by RAIV (A)
Class A Common Stock								68,094	I	By Spouse/Trust ⁽⁸⁾
Class A Common Stock								2,800	I	By IRA ⁽⁹⁾
Class A Common Stock								7,471	I	By RAII ⁽¹⁰⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock

⁽²⁾

Class A Common Stock

69,458

By Spouse/RAI ⁽¹¹⁾

Class B Common Stock

⁽²⁾

Class A Common Stock

32,199

to Spouse by RAIV (B)

Class B Common Stock

⁽²⁾

Class A Common Stock

9,195

By Spouse/Trust ⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BUTLER JOHN C JR NACCO INDUSTRIES, INC. 5875 LANDERBROOK DRIVE, STE. 220 MAYFIELD HEIGHTS, OH 44124			SrVP-Fin Treas & Chief Adm Off	Member of a Group

Signatures

/s/ Jesse L. Adkins, attorney-in-fact		02/15/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Shares of Class A Common Stock awarded to the Reporting Person under the Company's Executive Long-Term Incentive Compensation Plan.
(2)	N/A
(3)	Reporting Person serves as Trustee of the J.C. Butler, Jr. Revocable Trust.
(4)	Cashless Exercise-Award shares that Reporting Person surrendered to Company in order to satisfy his/her tax withholding obligations with respect to his/her Long-Term Incentive Plan Stock Award.
(5)	Represents the Reporting Person's child's proportionate limited partnership interests in shares held by Rankin Associates II, L.P .. Reporting Person disclaims beneficial ownership of all such shares.
(6)	Held by Trust, John C. Butler, Jr., Trustee, for the benefit of Reporting Person's minor child. Reporting Person disclaims beneficial ownership of all such shares.
(7)	Represents the Reporting Person's spouse's proportionate limited partnership interests in shares held by Rankin Associates II, L.P.-------
(8)	Held by Trust for the benefit of Reporting Person's Spouse. Reporting Person disclaims beneficial ownership of all such shares.
(9)	Held in an Individual Retirement Account for the benefit of the Reporting Person.
(10)	Represents the Reporting Person's proportionate limited partnership interests in shares held by Rankin Associates II, L.P.-------
(11)	Represents the Reporting Person's spouse's proportionate limited partnership interests in shares held by Rankin Associates I, L.P.-------
Remarks: "Remark on Insider relationship to Issuer" 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.

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