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