Edgar Filing: BUTLER JOHN C JR

Ownership Submission

FORM 5

	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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person ^*

BUTLER JOHN C JR

2. Issuer Name and Ticker or Trading Symbol
NACCO INDUSTRIES INC [NC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	__X__ Other (specify below)
VP-Corp Dev and Treasurer / Member of a Group

(Last)

(First)

(Middle)

NACCO INDUSTRIES, INC.,Â 5875 LANDERBROOK DRIVE, STE. 300

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2012

(Street)

MAYFIELD HEIGHTS,Â OHÂ 44124

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Reporting
(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. 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	06/22/2012	Â	G	6,250	A	$ 0	45,412	I	By Spouse/Trust ⁽¹⁾
Class A Common Stock	09/14/2012	Â	G	229	A	$ 0	45,641	I	By Spouse/Trust ⁽¹⁾
Class A Common Stock	06/22/2012	Â	G	11,008	A	$ 0	11,008	I	to spouse by RAIV (A)
Class A Common Stock	09/13/2012	Â	G	189	A	$ 0	12,257	I	By RAII/Spouse ⁽²⁾
Class A Common Stock	09/13/2012	Â	G	235	A	$ 0	17,262	I	By Trust ⁽³⁾
Class A Common Stock	09/13/2012	Â	G	378	A	$ 0	7,650	I	By RAII/Child 1 ⁽⁴⁾
Class A Common Stock	09/13/2012	Â	G	378	A	$ 0	7,806	I	By RAII/Child 2 ⁽⁴⁾
Class A Common Stock	Â	Â	Â	Â	Â	Â	2,252	I	By Trust-Child 1 ⁽⁵⁾
Class A Common Stock	Â	Â	Â	Â	Â	Â	2,097	I	By Trust-Child 2 ⁽⁵⁾
Class A Common Stock	Â	Â	Â	Â	Â	Â	2,800	I	By IRA ⁽⁶⁾
Class A Common Stock	Â	Â	Â	Â	Â	Â	7,272	I	By RAII ⁽⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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.

SEC 2270 (9-02)

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 Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock

06/22/2012

30,818

Â ⁽⁸⁾

Class A Common Stock

30,818

$ 0

30,818

to Spouse by RAIV (B)

Class B Common Stock

06/22/2012

20,000

Â ⁽⁸⁾

Class A Common Stock

20,000

$ 0

50,492

By Spouse/RAI ⁽⁹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BUTLER JOHN C JR NACCO INDUSTRIES, INC. 5875 LANDERBROOK DRIVE, STE. 300 MAYFIELD HEIGHTS,Â OHÂ 44124	Â	Â	Â VP-Corp Dev and Treasurer	Member of a Group

Signatures

/s/ John D. Neumann, attorney-in-fact		01/16/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Held by Trust for the benefit of Reporting Person's Spouse. Reporting Person disclaims beneficial ownership of all such shares.
(2)	Represents the Reporting Person's spouse's proportionate limited partnership interests in shares held by Rankin Associates II, L.P.-------
(3)	Reporting Person serves as Trustee with National City Bank of the J.C. Butler, Jr. Revocable Trust.
(4)	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.
(5)	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.
(6)	Held in an Individual Retirement Account for the benefit of the Reporting Person.
(7)	Represents the Reporting Person's proportionate limited partnership interests in shares held by Rankin Associates II, L.P.-------
(8)	N/A
(9)	Represents the Reporting Person's spouse's proportionate limited partnership interests in shares held by Rankin Associates I, L.P.-------
Â Remarks: "RemarkÂ onÂ InsiderÂ relationshipÂ toÂ Issuer"Â AsÂ aÂ memberÂ ofÂ aÂ "group"Â deemedÂ toÂ ownÂ moreÂ thanÂ 10%Â ofÂ anÂ equityÂ securityÂ asÂ aÂ resultÂ ofÂ beingÂ aÂ partyÂ toÂ aÂ Stockholders'Â Agreement,Â datedÂ asÂ ofÂ MarchÂ 15,Â 1990,Â beneficiallyÂ ownedÂ byÂ eachÂ ofÂ theÂ signatoriesÂ toÂ suchÂ agreementÂ (theÂ "Agreement"),Â theÂ ReportingÂ PersonÂ disclaimsÂ beneficialÂ ownershipÂ ofÂ anyÂ suchÂ sharesÂ ofÂ StockÂ ownedÂ byÂ anyÂ otherÂ signatoryÂ toÂ theÂ Agreement.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

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