CLEVELAND-CLIFFS INC. — Director's Dealing 2016

Apr 29, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CLIFFS NATURAL RESOURCES INC. (CLF)
CIK: 0000764065
Period of Report: 2016-04-27

Reporting Person: Taylor Douglas C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-27	Common Shares	A	19722	—	Acquired	7303839	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	14400	Indirect

Footnotes

F1: Reflects the number of restricted shares granted to the Reporting Person as the 2016 Director Restricted Shares pursuant to the Amended and Restated 2014 Nonemployee Directors' Compensation Plan.

F2: 7,231,520 of these shares are held by the Accounts (as defined below). Casablanca Capital LP serves as investment advisor to certain investment funds or managed accounts (collectively, the "Accounts"), and may be deemed to have beneficial ownership over the common shares held for such Accounts. On November 6, 2015, Casablanca Capital LP sold 675,000 common shares on behalf of the Accounts. The reporting person, as a co-managing member of Casablanca GP, is in a position to indirectly determine the voting and investment decisions regarding the common shares held by the Accounts and may be deemed to "beneficially own" such common shares. The reporting person disclaims beneficial ownership of these common shares except to the extent of his pecuniary interest therein and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F3: These shares are held in a trust for the benefit of the reporting person's children. The reporting person's spouse is a trustee of the trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.