Beatrice B Taplin Form 5 NACCO INDUSTRIES / BEATRICE B TAPLIN ownership change

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^*

TAPLIN BEATRICE B

(Last) (First) (Middle)

NACCO INDUSTRIES, INC.

5875 LANDERBROOK DRIVE, STE. 220

(Street)

MAYFIELD HEIGHTS OH 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)
12/31/2016

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)
				Amount	(A) or (D)	Price
Class A Common Stock	06/24/2016		G	16,950	D	$0(1)	62,470	I	BBT/Wells Fargo Trust(2)
Class A Common Stock	12/29/2016		G	11,250	D	$0(1)	62,470	I	BBT/Wells Fargo Trust(2)
Class A Common Stock	12/16/2016		G	54,750	D	$0(1)	62,470	I	BBT/Wells Fargo Trust(2)
Class A Common Stock	03/01/2016		J(3)	1,962	D	$0(1)	2	I	Shares held in Trust: 2012 Taplin Annuity Trust #2
Class A Common Stock	07/21/2016		G	780	D	$0(1)	62,470	I	BBT/Wells Fargo Trust(2)
Class A Common Stock	03/01/2016		J(3)	1,962	D	$0(1)	2	I	Shares held in Trust: 2012 Taplin Annuity Trust #2
Class A Common Stock	03/01/2016		J(3)	1,962	D	$0(1)	2	I	Shares held in Trust: 2012 Taplin Annuity Trust #2
Class A Common Stock	03/01/2016		J(3)	1,962	D	$0(1)	2	I	Shares held in Trust: 2012 Taplin Annuity Trust #2
Class A Common Stock							10,104	I	Proportionate membership interest in shares held by Abigail, LLC
Class A Common Stock							29,550	I	Taplin Annuity Trust#1(4)
Class A Common Stock							47,640	I	By Marital Trust/PNC(2)
Class A Common Stock							5,250	I	By Trust/GC#5(5)
Class A Common Stock							5,250	I	By Trust/GC#4(5)
Class A Common Stock							5,250	I	By Trust/GC#1(5)
Class A Common Stock							5,250	I	By Trust/GC#2(5)
Class A Common Stock							5,250	I	By Trust/GC#3(5)

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	$0						(1)	(1)	Class A Common Stock	310,000		310,000	I	By Marital Trust(6)
Class B Common Stock	$0						(1)	(1)	Class A Common Stock	27,310		27,310	I	By Trust(2)

Explanation of Responses:

1. N/A

2. Held by Trust, National City Bank and Beatrice B. Taplin, Co-Trustees, for the benefit of Beatrice B. Taplin.

3. Shares distributed from GRAT as per the terms of the GRAT.

4. Shares held in Trust: 2011 Taplin Annuity Trust #1.

5. Reporting Person serves as co-trustee with National City Bank of Trusts for the benefit of Reporting Person's grandchildren. Reporting Person disclaims beneficially ownership of all such shares.

6. Shares represent the Thomas E. Taplin Marital Trust FBO Beatrice B. Taplin under Agreement dated 1/21/1966 as amended and restated between Thomas E. Taplin and National City Bank. National City Bank and Beatrice B. Taplin, Trustees.

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/ Jesse L. Adkins, attorney-in-fact	02/14/2017
	** 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).
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