FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Myers Ronald J
2. Issuer Name and Ticker or Trading Symbol

TIMKEN CO [ TKR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP - Human Resources
(Last)          (First)          (Middle)

4500 MOUNT PLEASANT ST. NW
3. Date of Earliest Transaction (MM/DD/YYYY)

5/3/2019
(Street)

NORTH CANTON, OH 44720
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Stock   5/6/2019     M    3800   A $35.97   18987   D    
Common Stock   5/6/2019     F    328   D $52.16   18659   D    
Common Stock   5/6/2019     M    5100   A $37.31   23759   D    
Common Stock   5/6/2019     F    404   D $52.16   23355   D    
Common Stock   5/6/2019     M    5775   A $27.75   29130   D    
Common Stock   5/6/2019     F    752   D $52.16   28378   D    
Common Stock   5/6/2019     S    5353   D $50.32   (1) 23025   D    
Common Stock   5/6/2019     S    7838   D $51.07   (2) 15187   D    
Common Stock   (3) 5/3/2019     I    6689   D $52.16   0   I   401(k)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Employee Stock Option (right to buy)   $35.97   5/6/2019     M         3800    2/8/2012   2/8/2021   Common Stock   3800.0   $0   0   D    
Employee Stock Option (right to buy)   $37.31   5/6/2019     M         5100    2/9/2013   2/9/2022   Common Stock   5100.0   $0   0   D    
Employee Stock Option (right to buy)   $27.75   5/6/2019     M         5775    2/11/2017   2/11/2026   Common Stock   5775.0   $0   2888   D    

Explanation of Responses:
(1)  This transaction was executed in multiple trades at prices ranging from $49.69 to $50.69. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(2)  This transaction was executed in multiple trades at prices ranging from $50.70 to $51.39. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(3)  On June 26, 2018, the Company announced that effective January 1, 2019 the primary U.S. Company sponsored 401(k) plan would no longer allow contributions to be made to the employer stock fund to align with industry trends to remove investment in the employer's stock as an option in a company sponsored 401(k) plan. All participants in this plan, including the named officer, are required to transfer remaining funds in the employer stock fund to other fund options by December 31, 2022.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Myers Ronald J
4500 MOUNT PLEASANT ST. NW
NORTH CANTON, OH 44720


EVP - Human Resources

Signatures
/s/ Ronald J. Myers 5/7/2019
** 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.
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.
POWER OF ATTORNEY


I, Ronald J. Myers, the Executive Vice President, Human Resources of The Timken Company, hereby constitute and appoint Hansal N. Patel, Christine M. Przybysz and John-Alex Shoaff, each of them, my true and lawful attorney or attorneys-in-fact, with full power of substitution and re-substitution, for me and in my name, place and stead, to sign on my behalf any Forms 3, 4, 5 or 144 required pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, and to sign any and all amendments to such Forms 3, 4, 5 or 144, and to file the same with the Securities and Exchange Commission, granting unto said attorney or attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing whatsoever that any of said attorney or attorneys-in-fact or any of them or their substitutes, may deem necessary or desirable, in his/her or their sole discretion, with any such act or thing being hereby ratified and approved in all respects without any further act or deed whatsoever.

Executed this 7th day of May, 2019 by the undersigned.







                            /s/ Ronald J. Myers
                            Ronald J. Myers