Ross Christopher J Form 4 AK STEEL HOLDING / CHRISTOPHER J ROSS ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ROSS CHRISTOPHER J

(Last) (First) (Middle)

9227 CENTRE POINTE DRIVE

(Street)

WEST CHESTER OH 45069

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AK STEEL HOLDING CORP [ AKS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, Treasurer & Interim CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2020

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/13/2020		D(1)		64,754	D	(1)	0	D

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)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$3.03	03/13/2020		D			42,300	(2)	01/22/2030	Common Stock	42,300	(3)	0	D
Employee Stock Option (Right to Buy)	$2.655	03/13/2020		D			21,008	(4)	01/23/2029	Common Stock	21,008	(3)	0	D
Employee Stock Option (Right to Buy)	$6.555	03/13/2020		D			14,500	(5)	01/17/2028	Common Stock	14,500	(3)	0	D
Employee Stock Option (Right to Buy)	$9.78	03/13/2020		D			7,000	(6)	01/18/2027	Common Stock	7,000	(3)	0	D
Employee Stock Option (Right to Buy)	$1.74	03/13/2020		D			8,200	(6)	01/20/2026	Common Stock	8,200	(3)	0	D
Employee Stock Option (Right to Buy)	$3.975	03/13/2020		D			9,900	(6)	01/21/2025	Common Stock	9,900	(3)	0	D
Employee Stock Option (Right to Buy)	$6.72	03/13/2020		D			4,100	(6)	01/22/2024	Common Stock	4,100	(3)	0	D
Employee Stock Option (Right to Buy)	$4.59	03/13/2020		D			5,500	(6)	01/23/2023	Common Stock	5,500	(3)	0	D
Employee Stock Option (Right to Buy)	$9.11	03/13/2020		D			5,500	(6)	01/18/2022	Common Stock	5,500	(3)	0	D
Employee Stock Option (Right to Buy)	$14.57	03/13/2020		D			3,106	(6)	01/19/2021	Common Stock	3,106	(3)	0	D
Employee Stock Option (Right to Buy)	$22.94	03/13/2020		D			2,000	(6)	03/18/2020	Common Stock	2,000	(3)	0	D
Performance Shares	(7)	03/13/2020		D			6,500(7)	(7)	12/31/2020	Common Stock	6,500(7)(8)	(8)	0	D

Explanation of Responses:

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.

Remarks:

	/s/ Joseph C. Alter attorney-in-fact for Mr. Ross	03/13/2020
	** Signature of Reporting Person	Date
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