SEC Form 4 · accession 0000764065-16-000212
CLEVELAND-CLIFFS INC. · CLF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Douglas C Taylor
Director
Period of report
Apr 1, 2016
Accepted (ET)
Apr 5, 2016 · 10:15 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000764065
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF1,F2 | Apr 1, 2016 | A | 6,271 | $2.99 | A | 7,284,117 | D | |
| Common SharesF3 | holding | — | — | — | 14,400 | I | Douglas C. Taylor 2005 Family Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Reflects the number of common shares issued to the Reporting Person in payment of the Reporting Person's quarterly retainer in lieu of cash for the second quarter pursuant to the Reporting Person's election to participate in the Cliffs Natural Resources Inc. Nonemployee Director Retainer Share Election Program. The Reporting Person elected to participate in the Retainer Election Program at 50%.
- F27,231,520 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.
- F3These 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.