0000764065-14-000232.txt : 20141219 0000764065-14-000232.hdr.sgml : 20141219 20141219160832 ACCESSION NUMBER: 0000764065-14-000232 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141117 FILED AS OF DATE: 20141219 DATE AS OF CHANGE: 20141219 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CLIFFS NATURAL RESOURCES INC. CENTRAL INDEX KEY: 0000764065 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 341464672 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 200 PUBLIC SQUARE STREET 2: STE. 3300 CITY: CLEVELAND STATE: OH ZIP: 44114-2315 BUSINESS PHONE: 216-694-5700 MAIL ADDRESS: STREET 1: 200 PUBLIC SQUARE STREET 2: STE. 3300 CITY: CLEVELAND STATE: OH ZIP: 44114-2315 FORMER COMPANY: FORMER CONFORMED NAME: CLEVELAND CLIFFS INC DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GONCALVES LOURENCO CENTRAL INDEX KEY: 0001236128 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08944 FILM NUMBER: 141299726 4 1 wf-form4_141902330187351.xml FORM 4 X0306 4 2014-11-17 0 0000764065 CLIFFS NATURAL RESOURCES INC. CLF 0001236128 GONCALVES LOURENCO 200 PUBLIC SQUARE SUITE 3300 CLEVELAND OH 44114-2315 1 1 0 0 Chairman, President & CEO Performance-Based RSUs 2014-11-17 4 A 0 400000 0 A Common Shares 400000.0 400000 D This November 17, 2014 grant is an award of performance-based restricted stock units ("PRSUs") to the Reporting Person under the Cliffs Natural Resources Inc. Amended and Restated 2012 Incentive Equity 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 Insider 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 FN1 IN "REMARKS". This Form 4, which is being filed on December 19, 2014, reports the PRSU grant that was made on November 17, 2014, the date on which the Issuer's Compensation and Organization Committee actually granted the award. This Form 4 relates only to that November 2014 award. FN1 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. /s/ James D. Graham by Power of Attorney 2014-12-19