Ak Steel Holding (AKS) 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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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

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2019

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	01/23/2019		A		2,242(1)	A	$0	31,928	D
Common Stock	01/23/2019		M		2,527(2)	A	$0	34,455	D
Common Stock	01/23/2019		F		1,581	D	$2.655	32,874	D
Common Stock	01/23/2019		A		12,500	A	$0	45,374	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)	01/23/2019		M			3,800	12/31/2018	12/31/2018	Common Stock	2,527	$0	0	D
Employee Stock Option (Right to Buy)	$2.655	01/23/2019		A		21,008		01/23/2020(3)	01/23/2029	Common Stock	21,008	$0	21,008	D

Explanation of Responses:

1. This represents Common Stock which was earned pursuant to a January 20, 2016 grant of Performance Shares. The Common Stock was issued at a conversion rate of 0.590 shares of Common Stock for each Performance Share awarded.

2. This represents Common Stock which was earned pursuant to a January 20, 2016 grant of Performance Shares. The Common Stock was issued at a conversion rate of 0.665 shares of Common Stock for each Performance Share awarded.

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

Remarks:

	/s/ Christopher J. Ross	01/25/2019
	** 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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