FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
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ROSS CHRISTOPHER J |
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2. Issuer Name and Ticker or Trading Symbol AK STEEL HOLDING CORP [AKS]
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5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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_____ 10% Owner
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__X__ Officer (give title below)
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_____ Other (specify below)
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VP, Treasurer & Interim CFO
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9227 CENTRE POINTE DRIVE |
3. Date of Earliest Transaction (Month/Day/Year) 03/13/2020 |
WEST CHESTER, OH 45069 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 03/13/2020 |
| D (1) |
| 64,754 | D | (1) |
0
| D |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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 control number. | SEC 1474 (9-02) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code (Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date (Month/Day/Year)
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7. Title and Amount of Underlying Securities (Instr. 3 and 4)
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8. Price of Derivative Security (Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (Right to Buy) |
$3.03 | 03/13/2020 |
| D |
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| 42,300 |
(2) | 01/22/2030 | Common Stock | 42,300.00 | (3) |
0
| D |
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Employee Stock Option (Right to Buy) |
$2.655 | 03/13/2020 |
| D |
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| 21,008 |
(4) | 01/23/2029 | Common Stock | 21,008.00 | (3) |
0
| D |
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Employee Stock Option (Right to Buy) |
$6.555 | 03/13/2020 |
| D |
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| 14,500 |
(5) | 01/17/2028 | Common Stock | 14,500.00 | (3) |
0
| D |
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Employee Stock Option (Right to Buy) |
$9.78 | 03/13/2020 |
| D |
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| 7,000 |
(6) | 01/18/2027 | Common Stock | 7,000.00 | (3) |
0
| D |
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Employee Stock Option (Right to Buy) |
$1.74 | 03/13/2020 |
| D |
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| 8,200 |
(6) | 01/20/2026 | Common Stock | 8,200.00 | (3) |
0
| D |
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Employee Stock Option (Right to Buy) |
$3.975 | 03/13/2020 |
| D |
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| 9,900 |
(6) | 01/21/2025 | Common Stock | 9,900.00 | (3) |
0
| D |
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Employee Stock Option (Right to Buy) |
$6.72 | 03/13/2020 |
| D |
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| 4,100 |
(6) | 01/22/2024 | Common Stock | 4,100.00 | (3) |
0
| D |
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Employee Stock Option (Right to Buy) |
$4.59 | 03/13/2020 |
| D |
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| 5,500 |
(6) | 01/23/2023 | Common Stock | 5,500.00 | (3) |
0
| D |
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Employee Stock Option (Right to Buy) |
$9.11 | 03/13/2020 |
| D |
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| 5,500 |
(6) | 01/18/2022 | Common Stock | 5,500.00 | (3) |
0
| D |
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Employee Stock Option (Right to Buy) |
$14.57 | 03/13/2020 |
| D |
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| 3,106 |
(6) | 01/19/2021 | Common Stock | 3,106.00 | (3) |
0
| D |
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Employee Stock Option (Right to Buy) |
$22.94 | 03/13/2020 |
| D |
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| 2,000 |
(6) | 03/18/2020 | Common Stock | 2,000.00 | (3) |
0
| D |
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Performance Shares | (7) | 03/13/2020 |
| D |
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| 6,500 (7) |
(7) | 12/31/2020 | Common Stock | 6,500.00 (7) (8) | (8) |
0
| D |
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Reporting Owners
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
ROSS CHRISTOPHER J 9227 CENTRE POINTE DRIVE WEST CHESTER, OH 45069 |
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VP, Treasurer & Interim CFO |
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Signatures
/s/ Joseph C. Alter attorney-in-fact for Mr. Ross | |
03/13/2020 |
**Signature of Reporting Person | Date |
Explanation of Responses:
* | If the form is filed by more than one reporting person, see Instruction 4(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). |
(1) | 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. |
(2) | This option, which would have vested in three equal installments beginning on January 22, 2021, was converted into an option to purchase 16,920 Cliffs common shares at an exercise price of $7.58 per share on the same vesting terms. |
(3) | 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. |
(4) | One-third of this option was vested at the time of the Merger. The option was converted into an option to purchase 8,403 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. |
(5) | Two-thirds of this option was vested at the time of the Merger. The option was converted into an option to purchase 5,800 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. |
(6) | This option was fully vested and exercisable at the time of the Merger. |
(7) | Represents performance shares of the Issuer that were previously reported in connection with a performance share award granted on January 17, 2018. |
(8) | 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. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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