SEC Form 4 · accession 0000764065-15-000021
CLEVELAND-CLIFFS INC. · CLF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF1 | Jan 12, 2015 | A | 187,137 | $0.00 | A | 264,137 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Options (right-to-buy) | $7.70 | Jan 12, 2015 | A | 187,136 | A | Dec 31, 2017 | Jan 11, 2025 | Common Shares | 187,136 | 187,136 | D |
| Employee Stock Options (right-to-buy)F2,F3 | $13.83 | holding | — | — | — | — | Dec 31, 2021 | Common Shares | 250,000 | 250,000 | D |
| Performance-Based RSUsF4 | — | holding | — | — | — | — | — | Common Shares | 400,000 | 400,000 | D |
Explanation of responses
- F1Reflects 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.
- F2Equal to the volume weighted average price of a share of the Issuer's common shares.
- F3The option vests in three equal annual installments beginning on December 31, 2015.
- F4This 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".
Remarks
FN4 CONTINUED: In general, the following number of PRSUs will be earned, subject to continued employment, based on the following performance, with straight line interpolation applied between performance levels once threshold performance is achieved: (1) 300,000, if the volume weighted average price ("VWAP") of an Issuer common share is, for any 90-consecutive-calendar-day period during the performance period, 25% greater than $13.83 ("Threshold Achievement"); (2) 400,000, if the VWAP of an Issuer common share is, for any 90-consecutive calendar-day period during the performance period, 50% greater than $13.83; and (3) 500,000, if the VWAP of an Issuer common share is, for any 90-consecutive-calendar-day period during the performance period, 100% greater than $13.83. If Threshold Achievement is not achieved, no portion of the award will be earned. Further, 25% of any shares issued in settlement of the award must be held by the Reporting Person for one year.