Edgar Filing: NACCO INDUSTRIES INC

Ownership Submission

FORM 5

	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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL 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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3235-0362

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1. Name and Address of Reporting Person ^*

RANKIN VICTOIRE G

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

(Last)

(First)

(Middle)

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2014

(Street)

MAYFIELD HEIGHTS,Â OHÂ 44124

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

6. Individual or Joint/Group Reporting
(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 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	02/13/2014	Â	J⁽¹⁾	1,431	D	$ 0 ⁽²⁾	24,147	I	By Spouse/Trust 2 (Sr.) ⁽³⁾
Class A Common Stock	06/23/2014	Â	J⁽⁴⁾	15,000	D	$ 0 ⁽²⁾	0	I	By Spouse/GRAT2012 ⁽⁵⁾
Class A Common Stock	07/11/2014	Â	G	1,600	D	$ 0 ⁽²⁾	13,600	I	AMR - Trust3 (GC) ⁽⁶⁾
Class A Common Stock	02/13/2014	Â	J⁽¹⁾	1,430	D	$ 0 ⁽²⁾	24,147	I	By Spouse/Trust 2 (Sr.) ⁽³⁾
Class A Common Stock	06/23/2014	Â	J⁽⁴⁾	15,000	D	$ 0 ⁽²⁾	0	I	By Spouse/GRAT2012 ⁽⁵⁾
Class A Common Stock	07/11/2014	Â	G	3,200	D	$ 0 ⁽²⁾	13,600	I	AMR - Trust3 (GC) ⁽⁶⁾
Class A Common Stock	Â	Â	Â	Â	Â	Â	14,160	I	AMR - IRA ⁽⁷⁾
Class A Common Stock	Â	Â	Â	Â	Â	Â	239,794	I	AMR - Main Trust - A ⁽⁸⁾
Class A Common Stock	Â	Â	Â	Â	Â	Â	753	I	AMR - RAII ⁽⁹⁾
Class A Common Stock	Â	Â	Â	Â	Â	Â	369	I	AMR - RAIV ⁽¹⁰⁾
Class A Common Stock	Â	Â	Â	Â	Â	Â	1,975	I	AMR - RMI (Delaware) ⁽¹¹⁾
Class A Common Stock	Â	Â	Â	Â	Â	Â	6	I	AMR-RAIV-GP
Class A Common Stock	Â	Â	Â	Â	Â	Â	29,379	I	BTR - RAII ⁽¹²⁾
Class A Common Stock	Â	Â	Â	Â	Â	Â	15,705	I	BTR - RAIV ⁽¹³⁾
Class A Common Stock	Â	Â	Â	Â	Â	Â	383	I	BTR-Class A Trust ⁽¹⁴⁾
Class A Common Stock	Â	Â	Â	Â	Â	Â	2,116	I	VGR - RAII ⁽¹⁵⁾
Class A Common Stock	Â	Â	Â	Â	Â	Â	21,006	I	VGR - Trust

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 2270 (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 at End of Issuer's Fiscal Year
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock

06/23/2014

J⁽⁴⁾

9,195

Â ⁽²⁾

Class A Common Stock

9,195

$ 0 ⁽²⁾

By Spouse/GRAT2012 ⁽⁵⁾

Class B Common Stock

06/23/2014

J⁽⁴⁾

9,195

Â ⁽²⁾

Class A Common Stock

9,195

$ 0 ⁽²⁾

By Spouse/GRAT2012 ⁽⁵⁾

Class B Common Stock

06/23/2014

J⁽¹⁶⁾

22,500

Â ⁽²⁾

Class A Common Stock

22,500

$ 0 ⁽²⁾

44,662

AMR Trust-B ⁽¹⁷⁾

Class B Common Stock

06/23/2014

J⁽¹⁶⁾

22,500

Â ⁽²⁾

Class A Common Stock

22,500

$ 0 ⁽²⁾

By Spouse/GRAT2012 ⁽⁵⁾

Class B Common Stock

$ 0 ⁽²⁾

Â ⁽²⁾

Class A Common Stock

14,322

AMR - RAI (B) ⁽¹⁸⁾

Class B Common Stock

$ 0 ⁽²⁾

Â ⁽²⁾

Class A Common Stock

1,035

AMR - RAIV (B) ⁽¹⁹⁾

Class B Common Stock

Â ⁽²⁾

Class A Common Stock

AMR-RAIV-GP ⁽²⁰⁾

Class B Common Stock

$ 0 ⁽²⁾

Â ⁽²⁾

Class A Common Stock

43,969

BTR - BTrust - RAIV ⁽¹³⁾

Class B Common Stock

$ 0 ⁽²⁾

Â ⁽²⁾

Class A Common Stock

61,768

BTR - RAI (B) ⁽²¹⁾

Class B Common Stock

Â ⁽²⁾

Class A Common Stock

5,143

Reporting Person's spouse serves as trustee of BTR 2012 GST for the benefit of Clara Williams

Class B Common Stock

Â ⁽²⁾

Class A Common Stock

5,143

Reporting Person's spouse serves as trustee of BTR 2012 GST for the benefit of Helen Butler

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
RANKIN VICTOIRE G NACCO INDUSTRIES, INC. 5875 LANDERBROOK DRIVE, STE. 220 MAYFIELD HEIGHTS,Â OHÂ 44124	Â	Â	Â	Member of a Group

Signatures

/s/ Jesse L. Adkins, attorney-in-fact		02/17/2015
^**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)	Transfer of shares pursuant to terms of the GST.
(2)	N/A
(3)	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.
(4)	Shares transferred from Reporting Person's spouse's GRAT pursuant to the terms of the GRAT.
(5)	GRAT2012-Reporting Person's spouse serves as Trustee of the Alfred M. Rankin, Jr. 2012 Grantor Retained Annuity Trust.
(6)	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.
(7)	Held in an Individual Retirement Account for the benefit of the Reporting Person's spouse. Reporting Person disclaims beneficial ownership of all such shares.
(8)	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.
(9)	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.
(10)	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.
(11)	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.
(12)	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.
(13)	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.
(14)	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.
(15)	Represents the Reporting Person's proportionate limited partnership interest in shares held by Rankin Associates II, L.P.
(16)	Shares transferred from Reporting Person's spouse's GRAT into his Main Trust per the terms of the GRAT.
(17)	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.
(18)	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.
(19)	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.
(20)	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.
(21)	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.

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