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CLEVELAND-CLIFFS INC. Director's Dealing 2011

Mar 10, 2011

30881_dirs_2011-03-10_8bd2b507-78e5-4712-81b2-90f7b120a525.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CLIFFS NATURAL RESOURCES INC. (CLF)
CIK: 0000764065
Period of Report: 2011-02-23

Reporting Person: Graham James D (GC, Global Operations)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-02-23 Common Stock A 420 $92.67 Acquired 1720 Direct
2011-02-23 Common Stock F 194 $92.67 Disposed 1526 Direct
2011-03-08 Common Stock A 820 $0.00 Acquired 2346 Direct

Footnotes

F1: Reflects a payout of performance shares for the 2008-2010 performance period earned under the Issuer's 2007 Incentive Equity Plan.

F2: Reflects the surrender of 151 performance shares and 43 restricted share units from the 2008-2010 performance period in payment of the related tax liability incurred by the Reporting Person as a result of the award.

F3: Reflects the number of restricted share units granted to the Reporting Person on March 8, 2011 for the Performance Period 2011 to 2013 from the Issuer's Amended and Restated Cliffs 2007 Incentive Equity Plan.