SEC FORM 5

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^*

RANKIN ALFRED M ET AL

(Last)

(First)

(Middle)

NACCO INDUSTRIES, INC.

5875 LANDERBROOK DRIVE, STE. 220

(Street)

MAYFIELD HEIGHTS

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)
	CEO		Group Member

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

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)
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		J⁽¹⁾	1,431	D	$0⁽²⁾	24,147	I	AMR - Trust2 (SR)⁽³⁾
Class A Common Stock	06/23/2014		J⁽⁴⁾	15,000	D	$0⁽²⁾	0	I	AMR JR 2012 GRAT(A)⁽⁵⁾
Class A Common Stock	07/11/2014		G	1,600	D	$0⁽²⁾	13,600	I	AMR - Trust3 (Grandchildren)⁽⁶⁾
Class A Common Stock	06/23/2014		J⁽⁴⁾	15,000	D	$0⁽²⁾	0	I	AMR JR 2012 GRAT(A)⁽⁵⁾
Class A Common Stock	07/11/2014		G	3,200	D	$0⁽²⁾	13,600	I	AMR - Trust3 (Grandchildren)⁽⁶⁾
Class A Common Stock	02/13/2014		J⁽¹⁾	1,430	D	$0⁽²⁾	24,147	I	AMR - Trust2 (SR)⁽³⁾
Class A Common Stock							14,160	I	AMR - IRA⁽⁷⁾
Class A Common Stock							753	I	AMR - RAII⁽⁸⁾
Class A Common Stock							369	I	AMR - RAIV⁽⁹⁾
Class A Common Stock							1,975	I	AMR - RMI (Delaware)⁽¹⁰⁾
Class A Common Stock							239,794	I	AMR Main Trust(A)⁽¹¹⁾
Class A Common Stock							6	I	AMR RAIV GP
Class A Common Stock							29,379	I	BTR - RAII⁽¹²⁾
Class A Common Stock							15,705	I	BTR - RAIV⁽¹³⁾
Class A Common Stock							383	I	BTR - Class A Trust
Class A Common Stock							2,116	I	VGR - RAII⁽¹⁴⁾
Class A Common Stock							21,006	I	VGR - Trust⁽¹⁵⁾

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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽²⁾	06/23/2014		J⁽⁴⁾		9,195	⁽²⁾	⁽²⁾	Class A Common Stock	9,195	$0⁽²⁾	0	I	AMR JR 2012 GRAT(B)⁽⁵⁾
Class B Common Stock	⁽²⁾	06/23/2014		J⁽⁴⁾		9,195	⁽²⁾	⁽²⁾	Class A Common Stock	9,195	$0⁽²⁾	0	I	AMR JR 2012 GRAT(B)⁽⁵⁾
Class B Common Stock	⁽²⁾	06/23/2014		J⁽⁴⁾		22,500	⁽²⁾	⁽²⁾	Class A Common Stock	22,500	$0⁽²⁾	0	I	AMR JR 2012 GRAT(B)⁽⁵⁾
Class B Common Stock	⁽²⁾	06/23/2014		J⁽⁴⁾	22,500		⁽²⁾	⁽²⁾	Class A Common Stock	22,500	$0⁽²⁾	44,662	I	AMR - Trust - B⁽¹¹⁾
Class B Common Stock	⁽²⁾						⁽²⁾	⁽²⁾	Class A Common Stock	14,322		14,322	I	AMR-RAI/B
Class B Common Stock	$0⁽²⁾						⁽²⁾	⁽²⁾	Class A Common Stock	1,035		1,035	I	AMR - RAIV⁽⁹⁾
Class B Common Stock	⁽²⁾						⁽²⁾	⁽²⁾	Class A Common Stock	19		19	I	AMR RAIV - GP
Class B Common Stock	$0⁽²⁾						⁽²⁾	⁽²⁾	Class A Common Stock	43,969		43,969	I	BTR - RAIV⁽¹³⁾
Class B Common Stock	⁽²⁾						⁽²⁾	⁽²⁾	Class A Common Stock	5,143		5,143	I	Reporting person serves as trustee of BTR 2012 GST for the benefit of Clara Williams
Class B Common Stock	⁽²⁾						⁽²⁾	⁽²⁾	Class A Common Stock	5,143		5,143	I	Reporting person serves as trustee of BTR 2012 GST Trust for the benefit of Helen R. Butler
Class B Common Stock	$0⁽²⁾						⁽²⁾	⁽²⁾	Class A Common Stock	61,768		61,768	I	BTR RAI/B⁽¹⁶⁾

Explanation of Responses:

1. Transfer of shares pursuant to terms of the GST.

2. N/A

3. Reporting Person serves as Trustee of Trusts for the benefit of the Estate of Alfred M. Rankin. Reporting Person disclaims bene ficial ownership of all such shares.

4. Transfer of shares pursuant to terms of the GRAT.

5. GRAT2012-Reporting Person serves as Trustee of the Alfred M. Rankin, Jr. 2012 Grantor Retained Annuity Trust.

6. Reporting Person serves as Trustee of Trusts for the benefit of each of grantor's grandchildren. Reporting Person disclaims beneficial ownership of all such shares.

7. Held in an Individual Retirement Account for the benefit of the Reporting Person.

8. Represents the Reporting Person's proportionate limited partnership interest in shares held by Rankin Associates II, L.P.

9. Represents Reporting Person's Proportionate limited partnership interest in shares held by Rankin Associates IV, L.P.

10. Represents the Reporting Person's proportionate limited partnership interest in shares of Rankin Associates II, L.P. held by Rankin Management, Inc. ("RMI"), as general partner.

11. Reporting Person serves as Trustee of a Trust for the benefit of the Alfred M. Rankin, Jr.

12. Represents the proportionate limited partnership interest in shares held by Rankin Associates II, L.P., which is held in a trust for the benefit of Bruce T. Rankin. Reporting Person serves as the Trustee of the Trust. Reporting Person disclaims beneficial ownership of all such shares.

13. (BTR) Reporting Person serves as Trustee of brother's trust. The Trust includes proportionate limited partnership interest in shares held by Rankin Associates I, II and IV L.P. and Class A and B Common Stock; all of which are held in a Trust for the benefit of Reporting Person's brother, Bruce T. Rankin. Reporting Person disclaims beneficial ownership of all such shares.

14. 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.

15. Reporting Person's spouse serves as Trustee of a Trust for the benefit of Victoire G. Rankin. Reporting Person disclaims benefic ial ownership of all such shares.

16. Represents the proportionate limited partnership interest in shares held by Rankin Associates I, L.P., which is held is a trust for the benefit of Bruce T. Rankin. Reporting Person serves as the Trustee of the Trust. Reporting Person disclaims beneficial ownership of all such shares.

	/s/ Jesse L. Adkins, attorney-in-fact	02/17/2015
	** 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.
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