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: 2012-02-15

Reporting Person: Vetor Duke D (SVP, North Amer. Coal)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-13	Common Stock	A	16285	$71.89	Acquired	28348	Direct
2012-02-13	Common Stock	F	7691	$71.89	Disposed	20657	Direct
2012-02-13	Common Stock	A	5428	$71.89	Acquired	17722	Indirect

Footnotes

F1: Reflects a payout of performance shares for the 2009-2011 performance period earned under the Issuer's 2007 Incentive Equity Plan.

F2: Reflects the surrender of 5,667 performance shares and 2,024 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.

F3: Reflects a percentage of a payout in common stock of performance shares earned under the Issuer's 2007 Incentive Equity Plan from the 2009-2011 performance period and deferred under the Issuer's 2005 Voluntary Nonqualified Deferred Compensation Plan ("VNQDC").

F4: Balance shown reflects 43 and 49 shares acquired September 1, 2011 and December 1, 2011, respectively, pursuant to the dividend reinvestment feature of the VNQDC.

F5: Held for the benefit of the Reporting Person by the VNQDC.