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CLEVELAND-CLIFFS INC. — Director's Dealing 2015
Jan 14, 2015
30881_dirs_2015-01-14_b4d558d3-eded-4f79-9113-7de17786870c.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: 2015-01-12
Reporting Person: GONCALVES LOURENCO (Director, Chairman, President & CEO)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2015-01-12 | Common Shares | A | 187137 | — | Acquired | 264137 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2015-01-12 | Employee Stock Options (right-to-buy) | $7.7 | A | 187136 | Acquired | 2025-01-11 | Common Shares (187136.0) | Direct |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Employee Stock Options (right-to-buy) | $13.83 | 2021-12-31 | Common Shares (250000.0) | 250000 | Direct |
| Performance-Based RSUs | $ | Common Shares (400000.0) | 400000 | Direct |
Footnotes
F1: Reflects the number of restricted share units granted to the Reporting Person on January 12, 2015 from the Cliffs Natural Resources Inc. Amended and Restated 2012 Incentive Equity Plan (the "Plan"). This grant vests in three equal annual installments beginning on December 31, 2015.
F2: Equal to the volume weighted average price of a share of the Issuer's common shares.
F3: The option vests in three equal annual installments beginning on December 31, 2015.
F4: This November 17, 2014 grant is an award of performance-based restricted stock units ("PRSUs") to the Reporting Person under the Plan. The Reporting Person did not pay any purchase price for the PRSUs, which are considered a derivative security; they instead were a compensatory grant to the Reporting Person under the terms of his employment letter agreement, filed as Exhibit 10.1 of Form 8-K/A on September 16. 2014. Each PRSU represents a contingent right to receive one common share of Issuer. The PRSUs are considered a derivative security because the Reporting Person can earn the PRSUs based on share price appreciation. Under the terms of the award, the performance period will run from August 7, 2014 through December 31, 2017. SEE CONTINUATION OF FN4 IN "REMARKS".