Cleveland-Cliffs (CLF) Form 4 CLEVELAND-CLIFFS / LOURENCO GONCALVES 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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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^*

GONCALVES LOURENCO

(Last) (First) (Middle)

200 PUBLIC SQUARE

SUITE 3300

(Street)

CLEVELAND OH 44114-2315

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CLEVELAND-CLIFFS INC. [ CLF ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2025

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 Shares	01/03/2025		F		66,662(1)	D	$9.5	2,692,427	D
Common Shares								0(2)	I	By 2022 grantor retained annuity trust
Common Shares								1,224,517(3)	I	By 2023 grantor retained annuity trust
Common Shares								1,775,483(4)	I	By 2024 grantor retained annuity trust

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

Explanation of Responses:

1. Reflects the mandatory surrender of shares underlying restricted share units in payment of the related tax liability incurred on January 3, 2025 in connection with payout of the restricted share units.

2. Reflects the exempt change in form of beneficial ownership for 898,800 Issuer common shares received by the Reporting Person from a 2022 grantor retained annuity trust since the date of the Reporting Person's last filed Form 4. These 898,800 Issuer common shares were previously reflected as being held indirectly through the 2022 grantor retained annuity trust.

3. Reflects the exempt change in form of beneficial ownership for 876,683 Issuer common shares received by the Reporting Person from a 2023 grantor retained annuity trust since the date of the Reporting Person's last filed Form 4. These 876,683 Issuer common shares were previously reflected as being held indirectly through the 2023 grantor retained annuity trust.

4. Reflects the Reporting Person's exempt contribution of 1,775,483 Issuer common shares to a 2024 grantor retained annuity trust since the date of the Reporting Person's last filed Form 4. These 1,775,483 Issuer common shares, described in footnotes two and three, were previously reflected as being held indirectly through the 2022 grantor retained annuity trust and 2023 grantor retained annuity trust.

Remarks:

	/s/ James D. Graham by Power of Attorney	01/07/2025
	** 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 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).
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