Ak Steel Holding (AKS) Form 4 AK STEEL HOLDING / Joseph C Alter 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^*

Alter Joseph C

(Last) (First) (Middle)

9227 CENTRE POINTE DR

(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 Gen Counsel & Corp Sec

3. Date of Earliest Transaction (Month/Day/Year)
01/18/2017

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	01/18/2017		A		2,854(1)	A	$0	45,457	D
Common Stock	01/18/2017		A		10,200	A	$0	55,657	D
Common Stock	01/18/2017		M		4,800(2)	A	$0	60,457	D
Common Stock	01/18/2017		F		2,766	D	$9.78	57,691	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
Performance Shares	(2)	01/18/2017		M			3,200	12/31/2016	12/31/2016	Common Stock	4,800	$0	0	D
Performance Shares	(3)	01/18/2017		A		4,650(4)		12/31/2019	12/31/2019	Common Stock	4,650(5)	$0	4,650	D
Employee Stock Option (Right to Buy)	$9.78	01/18/2017		A		17,700		01/18/2018(6)	01/18/2027	Common Stock	17,700	$0	17,700	D

Explanation of Responses:

1. This represents Common Stock which was earned pursuant to a January 22, 2014 grant of Performance Shares. The Common Stock was issued at a conversion rate of 0.892 shares of Common Stock for each Performance Share awarded.

2. This represents Common Stock which was earned pursuant to a January 22, 2014 grant of Performance Shares. The Common Stock was issued at a conversion rate of 1.5 shares of Common Stock for each Performance Share awarded.

3. Each Performance Share represents a contingent right to receive 0 to 1.5 shares of Common Stock. The conversion rate (0, .5, or 1.5) ultimately applied to these Performance Shares will be determined based on the compounded annual growth rate (CAGR) of the Common Stock between January 1, 2017 to December 31, 2019 (the Performance Period).

4. This represents one half of the Performance Shares which were awarded on January 18, 2017 and are required to be reported at this time because they constitute derivative securities. The other half do not constitute derivative securities and therefore are not required to be reported at this time.

5. The number of shares of Common Stock underlying this grant of the Performance Shares will be 0 to 1.5 times the number of Performance Shares granted depending on CAGR achieved during the Performance Period.

6. Options vest in three equal annual installments beginning one year after grant date.

Remarks:

	/s/ Joseph C. Alter	01/20/2017
	** 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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