CLEVELAND-CLIFFS INC. — Director's Dealing 2014

Nov 13, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CLIFFS NATURAL RESOURCES INC. (CLF)
CIK: 0000764065
Period of Report: 2014-08-06

Reporting Person: TOMPKINS P KELLY (EVP - Business Development)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-06	Common Shares	J	3956.357	$17.15	Disposed	0	Indirect
2014-08-06	Common Shares	J	3956.357	$17.15	Acquired	59235.357	Direct
2014-08-06	Common Shares	F	791.672	$17.15	Disposed	58443.685	Direct
2014-11-11	Common Shares	F	5125	$10.76	Disposed	53318.685	Direct

Footnotes

F1: Reflects an immediate distribution of the deferred shares from indirect ownership to direct ownership pursuant to a trigger of the change in control provision of the Issuer's 2005 Voluntary Non-Qualified Deferred Compensation Plan ("VNQDC").

F2: Held for the benefit of the Reporting Person by the VNQDC.

F3: Reflects an immediate distribution of the deferred shares from indirect ownership to direct ownership pursuant to a trigger of the change in control provision of the VNQDC.

F4: Reflects the surrender of shares in payment of the related tax liability incurred by the Reporting Person as a result of the immediate distribution of deferred shares triggered by the change in control provision of the VNQDC.

F5: Surrender of shares in payment of tax liability incurred on November 11, 2014, the date of restricted share units vesting to the Reporting Person.