Form 4

FORM 4

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

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STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Timken, Jr., John M.

2. Issuer Name and Ticker or Trading Symbol
The Timken Company (TKR)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
    Officer (give title below)          Other (specify below)

                                                  

(Last)      (First)     (Middle)

200 Market Avenue North, Suite 210
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
4/15/03

(Street)

Canton, OH 44702-1437

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship 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

4/15/03

 

A

 

500

A

N/A

382,581

D

 

Common Stock

 

 

 

 

 

 

 

10,460

I

By Spouse(1)

Common Stock

 

 

 

 

 

 

 

20,630

I

By Child(1)

Common Stock

 

 

 

 

 

 

 

20,630

I

By Child(1)

Common Stock

 

 

 

 

 

 

 

116,000

I

Beneficiary of Trust(2)

Common Stock

 

 

 

 

 

 

 

188,900

I

Advisor of Trust(3)

Common Stock

 

 

 

 

 

 

 

56,437

I

Trustee(4)

Common Stock

 

 

 

 

 

 

 

557,500

I

Co-Trustee(5)

Total

 

 

 

 

 

 

 

1,353,138

 

 
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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FORM 4 (continued)

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Nonqualified Stock Option (Right to Buy)(6)

15.875

 

 

 

 

 

 

4/18/01

4/18/10

Common Stock

3,000

 

1

D

 

Nonqualified Stock Option (Right to Buy)(7)

15.02

 

 

 

 

 

 

4/17/02

4/17/11

Common Stock

3,000

 

1

D

 

Nonqualified Stock Option (Right to Buy)(8)

25.40

 

 

 

 

 

 

4/16/03

4/16/12

Common Stock

3,000

 

1

D

 

Nonqualified Stock Option (Right to Buy)(9)

17.56

4/15/03

 

A

 

1

 

4/15/04

4/15/13

Common Stock

3,000

 

1

D

 

Phantom Stock

1 for 1

4/15/03

 

A

 

1

 

4/15/06

 (10)

Common Stock

500

17.40

1

D

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

5

 

 

Explanation of Responses:

(1) DISCLAIMER: Undersigned disclaims any beneficial interest
(2) Beneficiary of John M. Timken Trust D, FBO John M. Timken, Jr.
(3) Advisor for five subtrusts of John M. Timken No.1, Fund A, Marital
(4) Trustee for Susan H. Timken Generation Skipping Trust
(5) Co-Trustee of Trust U/Will of H.H. Timken, Jr.
(6) Nonqualified stock option with limited transferability granted to the reporting person pursuant to The Timken Company Long-Term Incentive Plan. Option becomes fully exercisable beginning on April 18, 2001, the first anniversary of the date of the grant. Option becomes fully exercisable upon the occurrence of a change in control of the Company or other similar event.
(7) Nonqualified stock option with limited transferability granted to the reporting person pursuant to The Timken Company Long-Term Incentive Plan. Option becomes fully exercisable beginning on April 17, 2002, the first anniversary of the date of the grant. Option becomes fully exercisable upon the occurrence of a change in control of the Company or other similar event.
(8) Nonqualified stock option with limited transferability granted to the reporting person pursuant to The Timken Company Long-Term Incentive Plan. Option becomes fully exercisable beginning on April 16, 2003, the first anniversary of the date of the grant. Option becomes fully exercisable upon the occurrence of a change in control of the Company or other similar event.
(9) Nonqualified stock option with limited transferability granted to the reporting person pursuant to The Timken Company Long-Term Incentive Plan. Option becomes fully exercisable beginning on April 15, 2004, the first anniversary of the date of the grant. Option becomes fully exercisable upon the occurrence of a change in control of the Company or other similar event.
(10) The units are to be settled at the discretion of the Director.
  By: /s/ John M. Timken, Jr.
              
**Signature of Reporting Person		 4/17/03
Date

**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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