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CLEVELAND-CLIFFS INC. Director's Dealing 2012

Feb 15, 2012

30881_dirs_2012-02-15_f7fc6599-35e1-4a78-bc93-0e604823d1e8.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: 2012-02-13

Reporting Person: GALLAGHER DONALD J (EVP, Pres. Global Commercial)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-13	Common Stock	A	38363	$71.89	Acquired	76838.048	Direct
2012-02-13	Common Stock	F	18308	$71.89	Disposed	58530.048	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	99777	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 14,732 performance shares and 3,576 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: Held for the benefit of the Reporting Person by the VNQDC.