0000764065-16-000241.txt : 20160506
0000764065-16-000241.hdr.sgml : 20160506
20160506172136
ACCESSION NUMBER: 0000764065-16-000241
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160504
FILED AS OF DATE: 20160506
DATE AS OF CHANGE: 20160506
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: Taylor Douglas C
CENTRAL INDEX KEY: 0001423999
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-08944
FILM NUMBER: 161629255
MAIL ADDRESS:
STREET 1: 200 PUBLIC SQUARE
STREET 2: SUITE 3300
CITY: CLEVELAND
STATE: OH
ZIP: 44114
4
1
wf-form4_146256968401271.xml
FORM 4
X0306
4
2016-05-04
0
0000764065
CLIFFS NATURAL RESOURCES INC.
CLF
0001423999
Taylor Douglas C
200 PUBLIC SQUARE
SUITE 3300
CLEVELAND
OH
44114-2315
1
0
0
0
Common Shares
2016-05-04
4
S
0
576470
4.4185
D
6727369
D
Common Shares
2016-05-05
4
S
0
2058681
3.9585
D
4668688
D
Common Shares
2016-05-06
4
S
0
4596369
3.6679
D
72319
D
Common Shares
14400
I
Douglas C. Taylor 2005 Family Trust
The price reported in column four is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.23 to $4.61, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each price within the range set forth herein.
6,655,050 of these shares are held by the Accounts (as defined below). Casablanca Capital LP ("Casablanca") served 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 May 4, 2016, Casablanca sold 576,470 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.
The price reported in column four is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.69 to $4.41, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer or the Staff of the Securities and Exchange Commission, upon request, with full information regarding the number of shares purchased at each separate price within this range.
4,596,369 of these shares are held by the Accounts. Casablanca served as investment advisor to certain investment funds or managed accounts, and may be deemed to have beneficial ownership over the common shares held for such Accounts. On May 5, 2016, Casablanca sold 2,058,681 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.
The price reported in column four is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.50 to $3.87, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer or the Staff of the Securities and Exchange Commission, upon request, with full information regarding the number of shares purchased at each separate price within this range.
On May 6, 2016, Casablanca sold 4,596,369 common shares on behalf of the Accounts. After such sale, zero common shares are held by the Accounts.
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.
/s/ James D. Graham by Power of Attorney
2016-05-06