UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

POST-EFFECTIVE AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

TimkenSteel Corporation
(Exact name of registrant as specified in its charter)

 
					
Ohio	 	3312	 	46-4024951	
(State or other jurisdiction of
incorporation or organization)	 	(Primary Standard Industrial
Classification Code Number)	 	(I.R.S. Employer
Identification Number)	

1835 Dueber Ave. S.W.
Canton, Ohio 44706
(330) 471-7000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Frank A. DiPiero
Executive Vice President, General Counsel and Secretary
TimkenSteel Corporation
1835 Dueber Ave. S.W.
Canton, Ohio 44706
(330) 471-7000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Michael J. Solecki
Jones Day
901 Lakeside Avenue
Cleveland, Ohio 44114-1190
Phone: (216) 586-3939
Fax: (216) 579-0212

Approximate date of commencement of proposed sale to the public: Not applicable.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	 	☐	  	Accelerated filer	 	☒	
				
Non-accelerated filer	 	☐	  	Smaller reporting company	 	☐	

 

DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 4 to the Registration Statement on Form S-1 (Registration No. 333-196287) of TimkenSteel Corporation (the “ Registrant ”), initially filed with the Securities and Exchange Commission on May 27, 2014, as amended (the “ Registration Statement ”), hereby further amends the Registration Statement to deregister all securities registered pursuant to the Registration Statement and not otherwise sold by the participants in the Registrant’s Amended and Restated 2014 Equity and Incentive Compensation Plan (the “ Plan ”) as of the date this post-effective amendment is filed.
On the date hereof, the Registrant has filed a new registration statement on Form S-3 that became effective upon filing pursuant to Rule 462(e) under the Securities Act of 1933, as amended, to register the common shares that may be acquired by participants in the Plan upon the exercise of certain options to purchase the Registrant’s common shares and upon vesting of certain restricted shares, performance shares, restricted stock units and deferred share awards.
In compliance with the Registrant’s undertaking in Part II, Item 17(3) of the Registration Statement, the Registrant is removing from registration by means of this post-effective amendment any securities remaining unsold.
 
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Canton, State of Ohio, on March 17, 2017.

TimkenSteel Corporation	
		
By:	 	/s/ Christopher J. Holding	
	 	Christopher J. Holding	
	 	Executive Vice President and Chief Financial Officer	
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on March 17, 2017.

Signature	 	 	 	Title	
			
*	 		 	Chairman, Chief Executive Officer and President (Principal Executive Officer) and Director	
Ward J. Timken, Jr.	 		 		
			
/s/ Christopher J. Holding	 		 	Executive Vice President and Chief Financial Officer
(Principal Financial Officer)	
Christopher J. Holding	 		 		
			
/s/ Tina M. Beskid	 		 	Vice President - Corporate Controller and Investor Relations
(Principal Accounting Officer)	
Tina M. Beskid	 		 		
			
*	 		 	Director	
Joseph A. Carrabba	 		 		
			
*	 		 	Director	
Phillip R. Cox	 		 		
			
*	 		 	Director	
Diane C. Creel	 		 		
			
*	 		 	Director	
Terry L. Dunlap	 		 		
			
*	 		 	Director	
Randall H. Edwards	 		 		
			
*	 		 	Director	
Donald T. Misheff	 		 		
			
*	 		 	Director	
John P. Reilly	 		 		
			
*	 		 	Director	
Ronald Rice	 		 		
			
*	 		 	Director	
Randall J. Wotring	 		 		
 
*	The undersigned, by signing his name hereto, does hereby sign this registration statement on behalf of each of the officers and directors of the registrant identified above pursuant to a Power of Attorney executed by the officers and directors identified above, which Power of Attorney was previously filed with the Registration Statement.	

By:	 	/s/ Frank A. DiPiero	 		 		
	 	Frank A. DiPiero, Attorney-in-Fact	 		 	March 17, 2017	
 
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