SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Mehan Richard R.

(Last) (First) (Middle)
LEVEL 12, THE QUADRANT
1 WILLIAM STREET

(Street)
PERTH C3 6000

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/10/2009
3. Issuer Name and Ticker or Trading Symbol
CLIFFS NATURAL RESOURCES INC. [ CLF ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, Pres. & CEO Cliffs Asia-P
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 18,604(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Retention Units 2007-2009 (2) (2) Common Shares 600 (3) D
Retention Units 2008-2010 (4) (4) Common Shares 800 (3) D
Retention Units 2009-2011 (5) (5) Common Shares 1,225 (3) D
Explanation of Responses:
1. The number of securities held by the reporting person consists of 18,604 common shares previously acquired through the Cleveland-Cliffs Inc 1992 Incentive Equity Plan (as Amended and Restated May 13, 1997).
2. Retention Units granted to Reporting Person under the Cleveland-Cliffs Inc 2007 Incentive Equity Plan ("2007 Plan") covering the period of January 1, 2007 to December 31, 2009 (Retention Period). Retention units are paid out to the Reporting Person in cash based on the market value price of the Common Shares of the Issuer on the last day of the Retention Period.
3. Convertible into Common Shares on a 1-for-1 basis.
4. Retention Units granted to Reporting Person under the 2007 Plan covering the period of January 1, 2008 to December 31, 2010 (Retention Period). Retention units are paid out to the Reporting Person in cash based on the market value price of the Common Shares of the Issuer on the last day of the Retention Period.
5. Retention Units granted to Reporting Person under the 2007 Plan covering the period of January 1, 2009 to December 31, 2011 (Retention Period). Retention units are paid out to the Reporting Person in cash based on the market value price of the Common Shares of the Issuer on the last day of the Retention Period.
Remarks:
George W. Hawk, Jr. by Power of Attorney 03/30/2009
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.