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CUSIP No. 629579202 |
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Schedule 13D/A |
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3
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Part II to Schedule D
This Amendment No. 3 to Schedule 13D (this Amendment No. 3) is hereby filed to
update and supplement certain information with respect to the shares of Class A Common Stock (the Class A Common) of NACCO Industries, Inc. (the Issuer) held
by Abigail II LLC, a Colorado limited liability company (Abigail II), that appeared in the Schedule 13D on November 20, 2020 (the Initial Filing), as amended on February 11, 2022 (the
Amendment No. 1) and as further amended on February 10, 2023 (the Amendment No. 2 and, collectively, the
Filings). This Amendment No. 3 reflects the acquisitions and/or dispositions of shares of Class A Common by certain Reporting Persons. Capitalized terms used herein but not defined herein have the meanings
assigned to them in the Filings.
Item 5. Interest in Securities of the Issuer.
The statements under the heading Britton T. Taplin which appear in the Filings, are hereby deleted and replaced in their entirety by the
following:
Britton T. Taplin. Mr. Britton Taplin has the sole power to vote and dispose of 58,689 shares of Class A
Common. Mr. Britton Taplin is deemed to share with his spouse (DiAhn E. Taplin) the power to vote and dispose of 5,755 shares of Class A Common and is deemed to share with the Taplin Family the power to vote and dispose of 56,120 shares of
Class A Common held in trust for Abigail, LLC for which Mr. Taplin is a co-trustee with the Taplin Family and is deemed to share with the Taplin Family the power to vote and dispose of
349,100 shares of Class A Common held in a trust for Abigail II. Collectively, the 469,664 shares of Class A Common beneficially owned by Mr. Britton Taplin constitute approximately 8.00% of the Class A Common outstanding as of
December 31, 2023.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the
Issuer.
The information provided with respect to the Stockholders Agreement is hereby amended by inserting at the end thereof
the following:
Effective February 9, 2024, each of the Issuer and the Participating Stockholders executed and delivered an Amendment
to the Stockholders Agreement amending the Amended and Restated Stockholders Agreement to add additional and remove certain Participating Stockholders under the Stockholders Agreement. A copy of the Fifth Amendment to the Amended
and Restated Stockholders Agreement is attached hereto as Exhibit 10 and is incorporated herein in its entirety.
Item 7. Material to be
Filed as Exhibits.
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Exhibit 10 |
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Fifth Amendment to Amended and Restated Stockholders Agreement, dated as of February 9, 2024, by and between the Depository, the Issuer, the new Participating Stockholders and the Participating Stockholders (incorporated by
reference to Exhibit 69 filed with Amendment No. 30 to the Statement on Schedule 13D, filed by the Reporting Persons named therein on February 12, 2024, Commission File Number 005-38001). |
[Signatures begin on the next page.]
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