NACCO Industries (NC) Form 4 NACCO INDUSTRIES / JOHN C BUTLER JR ownership change

SEC Form 4

FORM 4

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

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).

1. Name and Address of Reporting Person^*

BUTLER JOHN C JR

(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)

X	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
President & CEO / Member of a Group

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2024

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 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/20/2024		A(1)		39,980	A	(2)	311,215	I	By Trust(3)
Class A Common Stock	02/20/2024		F(4)		1,135	D	(2)	310,080	I	By Trust(3)
Class A Common Stock								2,191	I	By Spouse/Trust(5)
Class A Common Stock								9,052	I	By RAII/Child 1(6)
Class A Common Stock								4,083	I	By Trust-Child 1(7)
Class A Common Stock								9,208	I	By RAII/Child 2(6)
Class A Common Stock								3,927	I	By Trust-Child 2(7)
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								4,054	I	By Trust/Daughter(10)
Class A Common Stock								4,055	I	By Trust/Son(11)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(2)							(2)	(2)	Class A Common Stock	7,857		7,857	I	By Spouse/Trust(5)
Class B Common Stock	(2)							(2)	(2)	Class A Common Stock	26,161		26,161	I	By Spouse/RAI(12)
Class B Common Stock	(2)							(2)	(2)	Class A Common Stock	42,529		42,529	I	to Spouse by RAIV (B)
Class B Common Stock	(2)							(2)	(2)	Class A Common Stock	9,195		9,195	I	By Spouse/Trust(8)

Explanation of Responses:

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. Held by BTR 2020 GST Trust for the benefit of Reporting Person's spouse. Reporting Person disclaims beneficial ownership of all such shares.

6. 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.

7. 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.

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. Reporting Person's spouse serves as trustee of the JCB 2020 GST Trust for the benefit of Clara R. Butler.

11. Reporting Person's spouse serves as trustee of the JCB 2020 GST Trust for the benefit of Griffin B. Butler.

12. Represents the Reporting Person's spouse's proportionate limited partnership interests in shares held by Rankin Associates I, L.P.

	/s/ Matthew J. Dilluvio, attorney-in-fact	02/21/2024
	** 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).
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