SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

WESTBROOKS KRISTOPHER R

(Last)

(First)

(Middle)

1835 DUEBER AVE. SW

(Street)

CANTON

44706

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TimkenSteel Corp [ TMST ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2023

4. If Amendment, Date of 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

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)
Common Shares	12/18/2023		M		3,520	A	$5.26	174,983	D
Common Shares	12/18/2023		M		4,137	A	$12.45	179,120	D
Common Shares	12/18/2023		S		7,657	D	$23	171,463	D

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance-Based Restricted Share Units	⁽¹⁾	12/15/2023		A		40,000		⁽²⁾	⁽²⁾	Common Shares	40,000	$0	40,000	D
Nonqualified Stock Option (Right to buy)	$5.26	12/18/2023		M			3,520	⁽³⁾	03/02/2030	Common Shares	3,520	$0	52,668	D
Nonqualified Stock Option (Right to buy)	$12.45	12/18/2023		M			4,137	⁽⁴⁾	03/01/2029	Common Shares	4,137	$0	28,963	D

Explanation of Responses:

1. Each Performance-Based Restricted Share Unit ("PRSU") represents the right to receive one Issuer Common Share (or a cash payment equivalent thereto), plus cash dividend equivalents as applicable.

2. In general, the PRSUs can be earned from 0% to 200% depending on the degree to which the Issuer's Common Shares satisfy up to seven specified average closing price goals (based on 20 consecutive trading days' achievement of a specified 20-trading-day average price) (the "Average Share Price Goals") from December 1, 2023 through December 31, 2026. Generally, PRSUs earned based on the Average Share Price Goals (or, if earlier, based upon performance evaluation through a change in control of the Issuer) then generally pay out (subject to a payment cap) in two equal installments in early 2027 and 2028, subject to certain alternative terms for death, disability or termination without cause.

3. Vests in four equal annual installments beginning March 2, 2021.

4. Vests in four equal annual installments beginning March 1, 2020.

Remarks:

The reporting person adopted a written plan for the sale of the Company's common shares intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) on August 29, 2023. All transactions reported herein with a transaction date of December 18, 2023, were made purusant to that plan.

	/s/ Kristine C. Syrvalin, as Attorney-in-Fact	12/18/2023
	** 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.
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Westbrooks Kristopher R exercised 7,657 shares at a strike of $9.14 and sold $176,111 worth of shares (7,657 units at $23.00) (SEC Form 4)