Sec Form 4 Filing - GERBER WILLIAM K @ CLEVELAND-CLIFFS INC. - 2020-03-13

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person GERBER WILLIAM K 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 200 PUBLIC SQUARE, SUITE 3300 3. Date of Earliest Transaction (MM/DD/YY) 03/13/2020 (Street) CLEVELAND, OH44114 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/13/2020 A 86,526 ( 1 ) ( 2 ) A 86,526 D Common Shares 03/13/2020 A 2,412 ( 3 ) A $ 0 88,938 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GERBER WILLIAM K 200 PUBLIC SQUARE SUITE 3300 CLEVELAND, OH44114 X Signatures /s/ James D. Graham, By Power of Attorney 03/17/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger among AK Steel Holding Corporation ("AK Steel"), the Issuer, and Pepper Merger Sub Inc. ("Merger Sub"), dated as of December 2, 2019 (the "Merger Agreement"), on March 13, 2020, Merger Sub merged with and into AK Steel, and AK Steel survived as a direct subsidiary of the Issuer (the "Merger"). In the Merger, each share of common stock, par value $0.01 per share, of AK Steel ("AK Steel Common Stock") held by the Reporting Person was converted into the right to receive 0.400 Common Shares, par value $0.125 per share, of the Issuer (plus any cash in lieu of fractional shares). ( 2 )Additionally, in the Merger, each AK Steel restricted stock unit ("AK Steel RSU") held by the Reporting Person was converted into a restricted stock unit relating to a number of whole Issuer Common Shares equal to (A) the number of shares of AK Steel Common Stock subject to such AK Steel RSU immediately prior to the effective time of the Merger multiplied by (B) 0.400. ( 3 )Reflects the number of pro-rata restricted shares granted to the Reporting Person as director compensation pursuant to the Issuer's Amended and Restated 2014 Nonemployee Directors' Compensation Plan.

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).

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