Edgar Filing: NACCO INDUSTRIES INC

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 ^*

RANKIN ALFRED M ET AL

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

(Last)

(First)

(Middle)

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2008

(Street)

CLEVELAND,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	09/19/2008	Â	J⁽³⁾	1,286	D	$ 0	1,214	I	CTR 2009A GRAT/Trust ⁽¹⁾
Class A Common Stock	09/19/2008	Â	J⁽³⁾	1,286	A	$ 0	9,047	I	CTR - Trust ⁽²⁾
Class A Common Stock	09/19/2008	Â	J⁽³⁾	29,462	A	$ 0	53,761	I	CTR - RAIV ⁽⁴⁾
Class A Common Stock	09/19/2008	Â	J⁽³⁾	29,462	D	$ 0	24,997	I	CTR 2009B GRAT/RAIV ⁽⁵⁾
Class A Common Stock	09/19/2008	Â	J⁽³⁾	5,096	D	$ 0	5,401	I	AMR 2009A GRAT/RAII ⁽⁸⁾
Class A Common Stock	09/19/2008	Â	J⁽³⁾	5,096	A	$ 0	19,283	I	AMR - RAII ⁽⁹⁾
Class A Common Stock	09/19/2008	Â	J⁽³⁾	15,255	A	$ 0	47,310	I	BTR - RAII ⁽¹²⁾
Class A Common Stock	09/19/2008	Â	J⁽³⁾	15,255	D	$ 0	16,224	I	BTR 2009A GRAT/RAII ⁽¹³⁾
Class A Common Stock	Â	Â	Â	Â	Â	Â	14,000	I	AMR - IRA ⁽¹⁴⁾
Class A Common Stock	Â	Â	Â	Â	Â	Â	2,690	I	AMR - RAIV ⁽¹⁵⁾
Class A Common Stock	Â	Â	Â	Â	Â	Â	1,975	I	AMR - RMI (Delaware) ⁽¹⁶⁾
Class A Common Stock	Â	Â	Â	Â	Â	Â	134,630	I	AMR - Trust - A ⁽¹⁰⁾
Class A Common Stock	Â	Â	Â	Â	Â	Â	26,608	I	AMR - Trust2 (SR) ⁽¹⁷⁾
Class A Common Stock	Â	Â	Â	Â	Â	Â	28,000	I	AMR - Trust3 (Grandchildren) ⁽¹⁸⁾
Class A Common Stock	Â	Â	Â	Â	Â	Â	2,000	I	AMR - Trust4 (Charities) ⁽¹⁹⁾
Class A Common Stock	Â	Â	Â	Â	Â	Â	6	I	AMR RAIV GP
Class A Common Stock	Â	Â	Â	Â	Â	Â	30,000	I	AMR/Trust (Unitrust) ⁽²⁰⁾
Class A Common Stock	Â	Â	Â	Â	Â	Â	15,705	I	BTR - RAIV ⁽²¹⁾
Class A Common Stock	Â	Â	Â	Â	Â	Â	0	I	BTR-2010GRAT - RAII
Class A Common Stock	Â	Â	Â	Â	Â	Â	0	I	BTR - Class A Trust
Class A Common Stock	Â	Â	Â	Â	Â	Â	6,040	I	CRW - RAII ⁽²²⁾
Class A Common Stock	Â	Â	Â	Â	Â	Â	38,599	I	CRW - Trust ⁽²³⁾
Class A Common Stock	Â	Â	Â	Â	Â	Â	6,040	I	HRB - RAII ⁽²²⁾
Class A Common Stock	Â	Â	Â	Â	Â	Â	38,599	I	HRB - Trust ⁽²³⁾
Class A Common Stock	Â	Â	Â	Â	Â	Â	2,116	I	VGR - RAII ⁽²⁴⁾
Class A Common Stock	Â	Â	Â	Â	Â	Â	20,443	I	VGR - Trust ⁽²⁵⁾

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

$ 0

09/19/2008

J⁽³⁾

82,483

Â ⁽⁶⁾

Class A Common Stock

82,483

$ 0

69,984

CTR 2009B GRAT - RAIV ⁽⁷⁾

Class B Common Stock

$ 0 ⁽⁶⁾

09/19/2008

J⁽³⁾

82,483

Â ⁽⁶⁾

Class A Common Stock

82,483

$ 0

150,513

CTR - RAIV ⁽⁴⁾

Class B Common Stock

09/19/2008

J⁽³⁾

33,182

Â ⁽⁶⁾

Class A Common Stock

33,182

$ 0

43,182

AMR - Trust - B ⁽¹⁰⁾

Class B Common Stock

$ 0 ⁽⁶⁾

09/19/2008

J⁽³⁾

33,182

Â ⁽⁶⁾

Class A Common Stock

33,182

$ 0

12,870

AMR 2009B GRAT/Trust ⁽¹¹⁾

Class B Common Stock

Â ⁽⁶⁾

Class A Common Stock

93,366

AMR-RAI/B ⁽²⁶⁾

Class B Common Stock

$ 0 ⁽⁶⁾

Â ⁽⁶⁾

Class A Common Stock

7,566

AMR - RAIV ⁽¹⁵⁾

Class B Common Stock

$ 0 ⁽⁶⁾

Â ⁽⁶⁾

Class A Common Stock

33,141

AMR 2009B GRAT/RAI ⁽²⁷⁾

Class B Common Stock

Â ⁽⁶⁾

Class A Common Stock

Grat2010B - RAI

Class B Common Stock

Â ⁽⁶⁾

Class A Common Stock

AMR RAIV - GP

Class B Common Stock

$ 0 ⁽⁶⁾

Â ⁽⁶⁾

Class A Common Stock

43,969

BTR - RAIV ⁽²¹⁾

Class B Common Stock

$ 0 ⁽⁶⁾

Â ⁽⁶⁾

Class A Common Stock

113,198

BTR RAI/B ⁽²⁸⁾

Class B Common Stock

$ 0 ⁽⁶⁾

Â ⁽⁶⁾

Class A Common Stock

106,924

CTR - RAI ⁽²⁹⁾

Class B Common Stock

$ 0 ⁽⁶⁾

Â ⁽⁶⁾

Class A Common Stock

7,000

CTR 2009B GRAT ⁽¹⁾

Class B Common Stock

Â ⁽⁶⁾

Class A Common Stock

CTR Main Trust (B) ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
RANKIN ALFRED M ET AL NACCO INDUSTRIES, INC. 5875 LANDERBROOK DRIVE, STE. 300 CLEVELAND,Â OHÂ 44124	Â X	Â	Â CEO	Group Member

Signatures

/s/ Charles A. Bittenbender, attorney-in-fact		02/17/2009
^**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)	Represents shares which are held in a qualified annuity interest trust for the benefit of Clara LT Rankin. Reporting Person disclaims all such shares.
(2)	Reporting Person serves as Trustee of a Trust for the benefit of the Clara L.T. Rankin. Reporting Person disclaims beneficial ow nershp of all such shares.
(3)	Transfer of shares between Main Trust and GRAT.
(4)	(CTR RAIV) Prepresents the proportionate limited partnership interest in shares held by Rankin Associates IV, L.P., which is held in a trust for the benefit of Clara Rankin. Reporting Person serves as the Trustee of the Trust. Reporting Person disclaims beneficial ownership of all such shares.
(5)	Represents the proportionate limited partnership interest in shares held by Rankin Associates IV, L.P., which is held in a qualified annuity interest trust for the benefit of Clara Rankin. Reporting Person disclaims beneficial ownership of all such shares.
(6)	N/A
(7)	Represents the proportionate limited partnership interest in shares held by Rankin Associates IV, L.P., which is held in a qualified annuity interest trust for the benefit of Clara Rankin. Reporting Person disclaims beneficial ownership of all such shares.
(8)	Represents the proportionate limited partnership interest in shares held by Rankin Associates I, L.P., which is held in a qualified annuity interest trust for the benefit of Reporting Person.
(9)	Represents the Reporting Person's proportionate limited partnership interest in shares held by Rankin Associates II, L.P.
(10)	Reporting Person serves as Trustee of a Trust for the benefit of the Alfred M. Rankin, Jr.
(11)	Represents shares which are held in a qualified annuity interest trust for the benefit of Reporting Person.
(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)	Represents the proportionate limited partnership interest in shares held by Rankin Associates II, L.P., which is held in a qualified annuity interest trust for the benefit of Bruce Rankin. Reporting Person disclaims beneficial ownership of all such shares.
(14)	Held in an Individual Retirement Account for the benefit of the Reporting Person.
(15)	Represents Reporting Person's Proportionate limited partnership interest in shares held by Rankin Associates IV, L.P.
(16)	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.
(17)	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.
(18)	Reporting Person serves as Trustee of Trusts for the benefit of each of grantor's grandchildren. Each trust owns 4,800 shares. Reporting Person disclaims beneficial ownership of all such shares.
(19)	Reporting Person serves as Trustee of Irrevocable Trust u/a/d 9/22/88, for the Benefit of Charities for a term of 20 years and then to grantor's grandchildren. Reporting Person disclaims beneficial ownership of all such shares.------
(20)	Reporting Person serves as Trustee of the Clara T. Rankin Remainder Unitrust#2 u/a/d 1/5/77. Reporting Person disclaims benefic ial ownership of all such shares.
(21)	(BTR RAIV) Represents the proportionate limited partnership interest in shares held by Rankin Associates IV, 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.
(22)	Represents the Reporting Person's daughter's proportionate limited partnership interest in shares held by Rankin Associate II, L.P., which is held in a trust for the benefit of the daughter. Reporting Person is the co-trustee of the Trust. Reporting Person disclaims beneficial ownership of all such shares.
(23)	Reporting Person serves as Trustee for a Trust held for the Benefit of Reporting Person's daughter. Reporting Person disclaims beneficial ownership of all such shares.
(24)	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.
(25)	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.
(26)	Represents the proportionate limited partnership interest in shares held by Rankin Associates I, L.P., which is held in a qualified annuity interest trust for the benefit of Reporting Person.
(27)	Represents the Reporting Person's proportionate limited partnership interest in shares held by Rankin Associates I, L.P.
(28)	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.
(29)	Represents the proportionate limited partnership interest in shares held by Rankin Associates I, L.P. which is held in a qualified annuity interest trust for the benefit of Clara LT Rankin. Reporting Person serves as the Trustee of the Trust. Reporting disclaims beneficial ownership of all such shares.
Â Remarks: "RemarkÂ onÂ InsiderÂ Relationship"Â -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.

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