CLEVELAND-CLIFFS INC. — Director's Dealing 2012

Feb 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CLIFFS NATURAL RESOURCES INC. (CLF)
CIK: 0000764065
Period of Report: 2012-02-13

Reporting Person: Mee Terrence R (SVP Global Iron Ore & Metallic)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-13	Common Stock	A	461	$71.89	Acquired	1192	Indirect
2012-02-13	Common Stock	A	102	$71.89	Acquired	1294	Indirect
2012-02-13	Common Stock	A	8764	$71.89	Acquired	20944	Direct
2012-02-13	Common Stock	F	3485	$71.89	Disposed	17459	Direct

Footnotes

F1: Reflects a percentage of a payout in common stock of performance shares and of the restricted share units earned under the Issuer's 2007 Incentive Equity Plan from the 2009-2011 performance period and deferred under the Issuer's Voluntary Nonqualified Deferred Compensation Plan ("VNQDC").

F2: Balance shown reflects 1, 3 and 3 shares acquired June 1, 2011, September 1, 2011 and December 1, 2011, respectively, pursuant to the dividend reinvestment feature of the VNQDC.

F3: Held for the benefit of the Reporting Person by the VNQDC.

F4: Reflects a payout of performance shares for the 2009-2011 performance period earned under the Issuer's 2007 Incentive Equity Plan.

F5: Reflects the surrender of 2,860 performance shares and 625 restricted share units from the 2009-2011 performance period in payment of the related tax liability incurred by the Reporting Person as a result of the award.