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CLEVELAND-CLIFFS INC. Director's Dealing 2012

Feb 23, 2012

30881_dirs_2012-02-23_2028efbd-08bd-4ebc-8512-c2f553f7593a.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: 2012-02-21

Reporting Person: Carrabba Joseph A (Director, Chairman, Pres. & CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-02-21 Common Stock A 118463 $71.89 Acquired 288332 Direct
2012-02-21 Common Stock F 59349 $71.89 Disposed 228983 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 6515 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 48,306 performance shares and 11,043 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: Balance shown reflects 22 and 27 shares acquired September 1, 2011 and December 1, 2011, respectively, pursuant to the dividend reinvestment feature of the Issuer's 2005 Voluntary Non-Qualified Deferred Compensation Plan ("VNQDC").

F4: Held for the benefit of the Reporting Person by the VNQDC.