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Ross Christopher J – ‘4’ for 3/13/20 re: Cleveland-Cliffs Steel Holding Corp.

On:  Friday, 3/13/20, at 6:56pm ET   ·   For:  3/13/20   ·   Accession #:  918160-20-55   ·   File #:  1-13696

Previous ‘4’:  ‘4’ on 1/24/20 for 1/17/20   ·   Latest ‘4’:  This Filing

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/13/20  Ross Christopher J                4                      1:23K  Ak Steel Holding Corp.            Ak Steel Holding Corp.

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML      3K 
                Securities by an Insider --                                      
                wf-form4_158414017493105.xml/3.6


        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
Plain Text rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider — wf-form4_158414017493105.xml/3.6
 
                                                                                                                                                                                
Ownership Document
 
Schema Version:  X0306
Document Type:  4
Period of Report:  3/13/20
Not Subject to Section 16:  1
Issuer:
Issuer CIK:  918160
Issuer Name:  AK STEEL HOLDING CORP
Issuer Trading Symbol:  AKS
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1728769
Owner Name:  ROSS CHRISTOPHER J
Reporting Owner Address:
Owner Street 1:  9227 CENTRE POINTE DRIVE
Owner Street 2:
Owner City:  WEST CHESTER
Owner State:  OH
Owner ZIP Code:  45069
Owner State Description:
Reporting Owner Relationship:
Is Director?  No
Is Officer?  Yes
Is Ten Percent Owner?  No
Is Other?  No
Officer Title:  VP, Treasurer & Interim CFO
Other Text:
Non-Derivative Table:
Non-Derivative Transaction:
Security Title:
Value:  Common Stock
Transaction Date:
Value:  3/13/20
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  D
Equity Swap Involved?  No
Footnote ID:  F1
Transaction Amounts:
Transaction Shares:
Value:  64,754
Transaction Price Per Share:
Footnote ID:  F1
Transaction Acquired-Disposed Code:
Value:  D
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  0
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Table:
Derivative Transaction:
Security Title:
Value:  Employee Stock Option (Right to Buy)
Conversion or Exercise Price:
Value:  3.03
Transaction Date:
Value:  3/13/20
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  D
Equity Swap Involved?  No
Transaction Amounts:
Transaction Shares:
Value:  42,300
Transaction Price Per Share:
Footnote ID:  F3
Transaction Acquired-Disposed Code:
Value:  D
Exercise Date:
Footnote ID:  F2
Expiration Date:
Value:  1/22/30
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  42,300.0
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  0
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Transaction:
Security Title:
Value:  Employee Stock Option (Right to Buy)
Conversion or Exercise Price:
Value:  2.655
Transaction Date:
Value:  3/13/20
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  D
Equity Swap Involved?  No
Transaction Amounts:
Transaction Shares:
Value:  21,008
Transaction Price Per Share:
Footnote ID:  F3
Transaction Acquired-Disposed Code:
Value:  D
Exercise Date:
Footnote ID:  F4
Expiration Date:
Value:  1/23/29
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  21,008.0
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  0
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Transaction:
Security Title:
Value:  Employee Stock Option (Right to Buy)
Conversion or Exercise Price:
Value:  6.555
Transaction Date:
Value:  3/13/20
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  D
Equity Swap Involved?  No
Transaction Amounts:
Transaction Shares:
Value:  14,500
Transaction Price Per Share:
Footnote ID:  F3
Transaction Acquired-Disposed Code:
Value:  D
Exercise Date:
Footnote ID:  F5
Expiration Date:
Value:  1/17/28
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  14,500.0
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  0
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Transaction:
Security Title:
Value:  Employee Stock Option (Right to Buy)
Conversion or Exercise Price:
Value:  9.78
Transaction Date:
Value:  3/13/20
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  D
Equity Swap Involved?  No
Transaction Amounts:
Transaction Shares:
Value:  7,000
Transaction Price Per Share:
Footnote ID:  F3
Transaction Acquired-Disposed Code:
Value:  D
Exercise Date:
Footnote ID:  F6
Expiration Date:
Value:  1/18/27
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  7,000.0
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  0
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Transaction:
Security Title:
Value:  Employee Stock Option (Right to Buy)
Conversion or Exercise Price:
Value:  1.74
Transaction Date:
Value:  3/13/20
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  D
Equity Swap Involved?  No
Transaction Amounts:
Transaction Shares:
Value:  8,200
Transaction Price Per Share:
Footnote ID:  F3
Transaction Acquired-Disposed Code:
Value:  D
Exercise Date:
Footnote ID:  F6
Expiration Date:
Value:  1/20/26
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  8,200.0
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  0
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Transaction:
Security Title:
Value:  Employee Stock Option (Right to Buy)
Conversion or Exercise Price:
Value:  3.975
Transaction Date:
Value:  3/13/20
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  D
Equity Swap Involved?  No
Transaction Amounts:
Transaction Shares:
Value:  9,900
Transaction Price Per Share:
Footnote ID:  F3
Transaction Acquired-Disposed Code:
Value:  D
Exercise Date:
Footnote ID:  F6
Expiration Date:
Value:  1/21/25
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  9,900.0
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  0
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Transaction:
Security Title:
Value:  Employee Stock Option (Right to Buy)
Conversion or Exercise Price:
Value:  6.72
Transaction Date:
Value:  3/13/20
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  D
Equity Swap Involved?  No
Transaction Amounts:
Transaction Shares:
Value:  4,100
Transaction Price Per Share:
Footnote ID:  F3
Transaction Acquired-Disposed Code:
Value:  D
Exercise Date:
Footnote ID:  F6
Expiration Date:
Value:  1/22/24
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  4,100.0
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  0
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Transaction:
Security Title:
Value:  Employee Stock Option (Right to Buy)
Conversion or Exercise Price:
Value:  4.59
Transaction Date:
Value:  3/13/20
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  D
Equity Swap Involved?  No
Transaction Amounts:
Transaction Shares:
Value:  5,500
Transaction Price Per Share:
Footnote ID:  F3
Transaction Acquired-Disposed Code:
Value:  D
Exercise Date:
Footnote ID:  F6
Expiration Date:
Value:  1/23/23
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  5,500.0
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  0
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Transaction:
Security Title:
Value:  Employee Stock Option (Right to Buy)
Conversion or Exercise Price:
Value:  9.11
Transaction Date:
Value:  3/13/20
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  D
Equity Swap Involved?  No
Transaction Amounts:
Transaction Shares:
Value:  5,500
Transaction Price Per Share:
Footnote ID:  F3
Transaction Acquired-Disposed Code:
Value:  D
Exercise Date:
Footnote ID:  F6
Expiration Date:
Value:  1/18/22
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  5,500.0
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  0
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Transaction:
Security Title:
Value:  Employee Stock Option (Right to Buy)
Conversion or Exercise Price:
Value:  14.57
Transaction Date:
Value:  3/13/20
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  D
Equity Swap Involved?  No
Transaction Amounts:
Transaction Shares:
Value:  3,106
Transaction Price Per Share:
Footnote ID:  F3
Transaction Acquired-Disposed Code:
Value:  D
Exercise Date:
Footnote ID:  F6
Expiration Date:
Value:  1/19/21
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  3,106.0
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  0
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Transaction:
Security Title:
Value:  Employee Stock Option (Right to Buy)
Conversion or Exercise Price:
Value:  22.94
Transaction Date:
Value:  3/13/20
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  D
Equity Swap Involved?  No
Transaction Amounts:
Transaction Shares:
Value:  2000
Transaction Price Per Share:
Footnote ID:  F3
Transaction Acquired-Disposed Code:
Value:  D
Exercise Date:
Footnote ID:  F6
Expiration Date:
Value:  3/18/20
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  2,000.0
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  0
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Transaction:
Security Title:
Value:  Performance Shares
Conversion or Exercise Price:
Footnote ID:  F7
Transaction Date:
Value:  3/13/20
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  D
Equity Swap Involved?  No
Transaction Amounts:
Transaction Shares:
Value:  6,500
Footnote ID:  F7
Transaction Price Per Share:
Footnote ID:  F8
Transaction Acquired-Disposed Code:
Value:  D
Exercise Date:
Footnote ID:  F7
Expiration Date:
Value:  12/31/20
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  6,500.0
Footnote ID:  F7
Footnote ID:  F8
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  0
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Footnotes:
Footnote - F1:  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.
Footnote - F2:  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.
Footnote - F3:  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.
Footnote - F4:  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.
Footnote - F5:  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.
Footnote - F6:  This option was fully vested and exercisable at the time of the Merger.
Footnote - F7:  Represents performance shares of the Issuer that were previously reported in connection with a performance share award granted on January 17, 2018.
Footnote - F8:  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.
Remarks:
Owner Signature:
Signature Name:  /s/ Joseph C. Alter attorney-in-fact for Mr. Ross
Signature Date:  3/13/20


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