Edgar Filing: NACCO INDUSTRIES INC

Ownership Submission

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

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

RANKIN VICTOIRE G

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
_____ Officer (give title below)	__X__ Other (specify below)
Member of a Group

(Last)

(First)

(Middle)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/10/2008

(Street)

MAYFIELD HEIGHTS, OH

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

6. 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. 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 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	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	11/10/2008	11/10/2008	J⁽¹⁾		24,997	D	$ 0 ⁽²⁾	29,462	I	CTR 2009B GRAT - RAIV(A)
Class A Common Stock	11/10/2008	11/10/2008	J⁽¹⁾		24,997	A	$ 0 ⁽²⁾	9,047	I	CTR - Trust (A)
Class A Common Stock								30,000	I	AMR - (Unitrust) ⁽⁶⁾
Class A Common Stock								14,000	I	AMR - IRA ⁽⁷⁾
Class A Common Stock								134,630	I	AMR - Main Trust - A ⁽⁸⁾
Class A Common Stock								14,187	I	AMR - RAII
Class A Common Stock								2,702	I	AMR - RAIV ⁽⁹⁾
Class A Common Stock								1,975	I	AMR - RMI (Delaware) ⁽¹⁰⁾
Class A Common Stock								28,000	I	AMR - Trust3 (GC) ⁽¹¹⁾
Class A Common Stock								2,000	I	AMR - Trust4 (Charities) ⁽¹²⁾
Class A Common Stock								10,497	I	AMR 2009A GRAT - RAII
Class A Common Stock								32,055	I	BTR - RAII
Class A Common Stock								15,705	I	BTR - RAIV ⁽¹³⁾
Class A Common Stock								31,479	I	BTR 2009 GRAT - RAII
Class A Common Stock								26,608	I	By Spouse/Trust 2 (Sr.) ⁽¹⁴⁾
Class A Common Stock								12,500	I	By Trust (CLT) GRAT ⁽¹⁵⁾
Class A Common Stock								6,040	I	CRW - RAII ⁽¹⁶⁾
Class A Common Stock								38,599	I	CRW - Trust ⁽¹⁷⁾
Class A Common Stock								78,759	I	CTR - RAIV (A)
Class A Common Stock								1,214	I	CTR 2009A GRAT
Class A Common Stock								6,040	I	HRB - RAII ⁽¹⁶⁾
Class A Common Stock								38,599	I	HRB - Trust ⁽¹⁷⁾
Class A Common Stock								2,115	I	VGR - RAII ⁽¹⁸⁾
Class A Common Stock								20,443	I	VGR - Trust ⁽¹⁹⁾

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 1474 (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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock ⁽³⁾

⁽²⁾

11/10/2008

J⁽⁵⁾

69,984

⁽²⁾

Class A Common Stock

69,984 ⁽²⁾

$ 0 ⁽²⁾

CTR Trust (B)

Class B Common Stock

$ 0 ⁽²⁾

11/10/2008

J⁽⁵⁾

69,984

⁽²⁾

Class A Common Stock

69,984 ⁽²⁾

$ 0 ⁽²⁾

82,483

CTR 2009B GRAT - RAIV (B) ⁽⁴⁾

Class B Common Stock

$ 0 ⁽²⁾

⁽²⁾

Class A Common Stock

93,366

AMR - RAI (B) ⁽²⁰⁾

Class B Common Stock

$ 0 ⁽²⁾

⁽²⁾

Class A Common Stock

7,566

AMR - RAIV (B) ⁽²¹⁾

Class B Common Stock

$ 0 ⁽²²⁾

⁽²⁾

Class A Common Stock

46,052

AMR 2009B GRAT (B) ⁽²³⁾

Class B Common Stock

$ 0 ⁽²²⁾

⁽²⁾

Class A Common Stock

33,141

AMR 2009B GRAT - RAI

Class B Common Stock

⁽²⁾

Class A Common Stock

10,000

AMR Trust-B ⁽²³⁾

Class B Common Stock

$ 0 ⁽²⁾

⁽²⁾

Class A Common Stock

43,969

BTR - BTrust - RAIV ⁽¹³⁾

Class B Common Stock

$ 0 ⁽²⁾

⁽²⁾

Class A Common Stock

113,198

BTR - RAI (B) ⁽²⁴⁾

Class B Common Stock

$ 0 ⁽²⁾

⁽²⁾

Class A Common Stock

106,924

CTR - RAI (B) ⁽²⁵⁾

Class B Common Stock ⁽²⁶⁾

$ 0 ⁽²⁾

⁽²⁾

Class A Common Stock

220,497

CTR - RAIV (B) ⁽⁸⁾

Class B Common Stock

$ 0 ⁽²⁾

⁽²⁾

Class A Common Stock

7,000

CTR 2009B GRAT (B) ⁽¹⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
RANKIN VICTOIRE G NACCO INDUSTRIES, INC. 5875 LANDERBROOK DRIVE, STE. 300 MAYFIELD HEIGHTS, OH				Member of a Group

Signatures

/s/Mary D. Maloney, attorney-in-fact		11/13/2008
^**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)	Reporting Person's Spouse serves as Trustee of a Trust for the benefit of the Clara L.T. Rankin. Reporting Person disclaims bene ficial ownershp of all such shares .
(2)	N/A
(3)	Transfer
(4)	Represents the proportionate limited partnership interest in RA4 shares, which is held in a qualified annuyity interest trust for the benefit of Clara LT Rankin.
(5)	Shares of Class A Common Stock transferred from Reporting Person's Spouse's self-declaration trust into a trust. Reporting Person disclaims all beneficial ownership of such shares.
(6)	Reporting Person's spouse serves as Trustee of the Clara T. Rankin Remainder Unitrust#2 u/a/d 1/5/77. Reporting Person disclaim s beneficial ownership of all such shares.
(7)	Held in an Individual Retirement Account for the benefit of the Reporting Person's spouse. Reporting Person disclaims beneficial ownership of all such shares.
(8)	Reporting Person's spouse serves as Trustee of a Trust for the benefit of Alfred M. Rankin, Jr. Reporting Person disclaims benef icial ownership of all such shares.
(9)	Represents the proportionate limited partnership interest in shares held by Rankin Associates IV, L.P. Reporting Person's spouse serves as the Trustee of the Trust which is held for the benefit of Clara LT Rankin. Reporting person disclaims beneficial ownership of all such shares.
(10)	Represents the Reporting Person's spouse's proportionate interest in shares held by Rankin Management, Inc. ("RMI"). Reporting P erson disclaims beneficial ownership of all such shares.
(11)	Reporting Person's spouse serves as Trustee of Trusts for the benefit of each of grantor's grandchildren. Each trust owns 4,800 shares. Reporting Person disclaims beneficial onwership of all such shares.
(12)	Reporting Person's spouse 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.
(13)	BTR RA4-Represents the proportionate limited partnership interest in shares held by Rankin Associates IV, L.P. Reporting Person's spouse serves as the Trustee of the Trust which is held for the benefit of Bruce T Rankin. Reporting person disclaims beneficial ownership of all such shares.
(14)	Reporting Person's spouse serves as Trustee of Trusts for the benefit of the Estate of Alfred M. Rankin, Sr. Reporting Person d isclaims beneficial ownership of all such shares.
(15)	Represents shares which are held in a qualified annuity interest trust for the benefit of Clara LT Rankin.
(16)	Represents the Reporting Person's daughter's proportionate limited partnership interest in shares held by Rankin Associates II, L.P., which is held in a trust for the benefit of the daughter. Reporting Person's spouse is the co-trustee of the Trust. Reporting Person disclaims beneficial ownership of all such shares.
(17)	Reporting Person's spouse serves as Trustee for a Trust held for the Benefit of Reporting Person's daughter. Reporting Person d isclaims beneficial ownership of all such shares.
(18)	Represents the Reporting Person's proportionate limited partnership interest in shares held by Rankin Associates II, L.P.
(19)	Reporting Person serves as Trustee of a Trust for the benefit of Victoire G. Rankin.
(20)	Represents Reporting Person's spouse's proportionate limited partnership interest in shares held by Rankin Associates I, L.P. R eporting Person disclaims beneficial ownership of all such shares.
(21)	represents the Reporting Person's spouse's proportionately limited partnership interest in shares held by Rankin Associates IV, L.P. Reporting Person disclaims any beneficial ownership.
(22)	No conversion or exercise occurred at this time .
(23)	Reporting Person's spouse serves as Trustee of a Trust for the benefit of Alfred M. Rankin, Jr. Reporting Person disclaims bene ficial ownership of all such shares.
(24)	Represents the proportionate limited partnership interest in shares held by Rankin Associates I, L.P., which is held in a trust for the benefit of Bruce T. Rankin. Reporting Person's spouse serves as the Trustee of the Trust. Reporting Person disclaims beneficial ownership of all such shares.
(25)	Represents the proportionate limited partnership interest in Rankin Associates I, LP. shares, which is held in a qualified annuity interest trust for the benefit of Clara LT Rankin.
(26)	As a member of a "group" deemed to own more than 10% of an equity security as a result of being a party to a Stockholders' Agreement, dated as of March 15, 1990, beneficially owned by each of the signatories to such agreement (the "Agreement"), the Reporting Person disclaims beneficial ownership of any such shares of Stock owned by any other signatory to the Agreement.
Remarks: "Remark on Insider Relationship" - As a member of a "group" deemed to own more than 10% of an equity security as a result of being a party to a Stockholders' Agreement, dated as of March 15, 1990, beneficially owned by each of the signatories to such agreement (the "Agreement", the Reporting Person disclaims beneficial ownership of any such shares of Stock owned by any other signatory to the Agreement.

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