0000918160-20-000046.txt : 20200313 0000918160-20-000046.hdr.sgml : 20200313 20200313180947 ACCESSION NUMBER: 0000918160-20-000046 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200313 FILED AS OF DATE: 20200313 DATE AS OF CHANGE: 20200313 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bishop Brian K CENTRAL INDEX KEY: 0001670197 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13696 FILM NUMBER: 20714450 MAIL ADDRESS: STREET 1: 9227 CENTRE POINTE DRIVE CITY: WEST CHESTER STATE: OH ZIP: 45069 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AK STEEL HOLDING CORP CENTRAL INDEX KEY: 0000918160 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 311401455 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9227 CENTRE POINTE DRIVE CITY: WEST CHESTER STATE: OH ZIP: 45069 BUSINESS PHONE: 5134255000 MAIL ADDRESS: STREET 1: 9227 CENTRE POINTE DRIVE CITY: WEST CHESTER STATE: OH ZIP: 45069 4 1 wf-form4_158413736820580.xml FORM 4 X0306 4 2020-03-13 1 0000918160 AK STEEL HOLDING CORP AKS 0001670197 Bishop Brian K 9227 CENTRE POINTE DRIVE WEST CHESTER OH 45069 0 1 0 0 VP Carbon Steel Operations Common Stock 2020-03-13 4 D 0 78885 D 0 D Employee Stock Option (Right to Buy) 3.03 2020-03-13 4 D 0 26400 D 2030-01-22 Common Stock 26400.0 0 D Employee Stock Option (Right to Buy) 2.655 2020-03-13 4 D 0 25210 D 2029-01-23 Common Stock 25210.0 0 D Employee Stock Option (Right to Buy) 6.56 2020-03-13 4 D 0 17400 D 2028-01-17 Common Stock 17400.0 0 D Employee Stock Option (Right to Buy) 9.78 2020-03-13 4 D 0 9500 D 2027-01-18 Common Stock 9500.0 0 D Employee Stock Option (Right to Buy) 1.74 2020-03-13 4 D 0 7300 D 2026-01-20 Common Stock 7300.0 0 D Employee Stock Option (Right to Buy) 2.645 2020-03-13 4 D 0 21170 D 2025-07-22 Common Stock 21170.0 0 D Employee Stock Option (Right to Buy) 3.975 2020-03-13 4 D 0 9900 D 2025-01-21 Common Stock 9900.0 0 D Employee Stock Option (Right to Buy) 6.72 2020-03-13 4 D 0 4100 D 2024-01-22 Common Stock 4100.0 0 D Employee Stock Option (Right to Buy) 4.59 2020-03-13 4 D 0 4100 D 2023-01-23 Common Stock 4100.0 0 D Employee Stock Option (Right to Buy) 9.11 2020-03-13 4 D 0 4100 D 2022-01-18 Common Stock 4100.0 0 D Employee Stock Option (Right to Buy) 14.57 2020-03-13 4 D 0 2319 D 2021-01-19 Common Stock 2319.0 0 D Performance Shares 2020-03-13 4 D 0 7800 D 2020-12-31 Common Stock 7800.0 0 D Reflects disposition in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated December 2, 2019 (the "Merger Agreement"), among the Issuer, Cleveland-Cliffs Inc. ("Cliffs") and Pepper Merger Sub Inc. ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Cliffs, and each share of the Issuer's common stock, par value $0.01 per share (the "Common Stock"), outstanding immediately prior to the effective time of the Merger was converted into the right to receive 0.400 (the "Exchange Ratio") of a common share of Cliffs, together with cash in lieu of any fractional Cliffs common shares. The closing price of a share of Common Stock on March 12, 2020 (the last trading day prior to the Merger) was $1.55, and the closing price of a Cliffs common share on the same date was $4.06. This option, which would have vested in three equal installments beginning on January 22, 2021, was converted into an option to purchase 10,560 Cliffs common shares at an exercise price of $7.58 per share on the same vesting terms. In accordance with the terms of the Merger Agreement, each stock option of the Issuer outstanding immediately prior to the effective time of the Merger (whether vested or unvested), other than certain options that were canceled in exchange for a cash payment, was automatically converted into an option to purchase a number of Cliffs common shares equal to the total number of shares of Common Stock subject to such option immediately prior to the effective time of the Merger, multiplied by the Exchange Ratio, and at a per-share exercise price equal to the per-share exercise price applicable to the option immediately prior to the effective time of the Merger, divided by the Exchange Ratio. One-third of this option was vested at the time of the Merger. The option was converted into an option to purchase 10,084 Cliffs common shares at an exercise price of $6.64 per share, with the remaining two-thirds of the option vesting in two equal installments on January 23, 2021 and January 23, 2022. Two-thirds of this option was vested at the time of the Merger. The option was converted into an option to purchase 6,960 Cliffs common shares at an exercise price of $16.39 per share, with the remaining one-thirds of the option vesting on January 17, 2021. This option was fully vested and exercisable at the time of the Merger. In accordance with the terms of the Merger Agreement and an election made by the Reporting Person pursuant thereto, at the effective time of the Merger, each of these options (whether vested or unvested) was automatically cancelled in exchange for the right to receive a cash payment in the amount equal to the product of (i) the number of shares of Common Stock subject to such option immediately prior to the effective time of the Merger and (ii) the amount, if any, by which $3.395 exceeds the exercise price per share of Common Stock subject to such option, less any required withholding taxes. Represents performance shares of the Issuer that were previously reported in connection with a performance share award granted on January 17, 2018. In accordance with the terms of the Merger Agreement, each performance share award of the Issuer outstanding immediately prior to the Effective Time of the Merger was automatically converted into a performance share award with respect to a number of Cliffs common shares equal to the number of shares of Common Stock that would have been issued under such performance share award at the achievement of target performance, multiplied by the Exchange Ratio, with the performance goals with respect thereto having been adjusted by the Issuers Management Development and Compensation Committee to take into account the transactions contemplated by the Merger Agreement. /s/ Joseph C. Alter, attorney-in-fact for Mr. Bishop 2020-03-13