CLEVELAND-CLIFFS INC. — Director's Dealing 2020

Mar 17, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CLEVELAND-CLIFFS INC. (CLF)
CIK: 0000764065
Period of Report: 2020-03-13

Reporting Person: GERBER WILLIAM K (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-13	Common Shares	A	86526	—	Acquired	86526	Direct
2020-03-13	Common Shares	A	2412	—	Acquired	88938	Direct

Footnotes

F1: Pursuant to the Agreement and Plan of Merger among AK Steel Holding Corporation ("AK Steel"), the Issuer, and Pepper Merger Sub Inc. ("Merger Sub"), dated as of December 2, 2019 (the "Merger Agreement"), on March 13, 2020, Merger Sub merged with and into AK Steel, and AK Steel survived as a direct subsidiary of the Issuer (the "Merger"). In the Merger, each share of common stock, par value $0.01 per share, of AK Steel ("AK Steel Common Stock") held by the Reporting Person was converted into the right to receive 0.400 Common Shares, par value $0.125 per share, of the Issuer (plus any cash in lieu of fractional shares).

F2: Additionally, in the Merger, each AK Steel restricted stock unit ("AK Steel RSU") held by the Reporting Person was converted into a restricted stock unit relating to a number of whole Issuer Common Shares equal to (A) the number of shares of AK Steel Common Stock subject to such AK Steel RSU immediately prior to the effective time of the Merger multiplied by (B) 0.400.

F3: Reflects the number of pro-rata restricted shares granted to the Reporting Person as director compensation pursuant to the Issuer's Amended and Restated 2014 Nonemployee Directors' Compensation Plan.